Smith & Nephew Plc -Director/PDMR Shareholding-2


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 in
    SMITH & NEPHEW PLC                     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/
    JOE WOODY                              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


    JOE WOODY                              i) ORDINARY 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


    JOE WOODY
                                           i) ACQUISITION
                                           AND SALE OF ORDINARY
                                           SHARES 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) 13,423 ORDINARY SHARES              LESS THAN 0.01%

    ii) 335 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) 5,666 ORDINARY SHARES               LESS THAN 0.01%

    ii) 139 ADS


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


    i) GBP4.6175 PER ORDINARY SHARE          i) 13 MARCH 2009

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

                                           iii) 13MARCH 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

    598 ADS                                ii) 17 MARCH 2009

    9,684 ORDINARY SHARES                  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     22. Total number of shares or
    of grant) orindication that              debentures over
    price is to be fixed                     which options held
    at the time of exercise                  following notification


    N/A                                      164,442


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        GEMMA PARSONS
         THE 2004 PLAN. 5666 ORDINARY
         SHARES WERE SUBSEQUENTLY SOLD TO       ASSISTANT COMPANY
         COVER TAX.                             SECRETARY

      II.VESTING OF THE MATCHING SHARES         020 7960 2228
         AWARDED ON 13 MARCH 2006 UNDER THE
         2004 CO-INVESTMENT
         PLAN. 139 SHARES WERE SUBSEQUENTLY
         SOLD TO COVER TAX.

      III. OPTION OVER 22,956 SHARES AT AN
           EXERCISE PRICE OF 514P PER SHARE
           VESTED AND 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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