Smith & Nephew plc - Director/PDMR Shareholding 3

LONDON, UK--(Marketwire - January 02, 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
    SMITH & NEPHEW PLC
                                           transaction notified 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                             relates to a person

    responsibilities/director              connected with a person
                                           discharging managerial
                                           responsibilities/director
    MICHAEL FRAZZETTE                      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
                                           relating to shares
    interest 1


    MICHAEL FRAZZETTE                      AMERICAN DEPOSITARY SHARES 
                                           (ADS)


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


    MICHAEL FRAZZETTE
                                           RELEASE AND SALE OF
                                           RESTRICTED STOCK.


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


    N/A                                    N/A



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


                                           LESS THAN 0.01%
    3,868


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


    (i)   USUSD31.95 PER ADS               (i)  31 DECEMBER 2008


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)

                                           2 JANUARY 2009
    4,115 ADS




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) 20. Description of shares or debentures
    for grant of the option        involved (class and number)


    N/A                            N/A


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

    N/A


23. Any additional information  24. Name of contact and telephone
                                    number for queries

    1 ADS = 5 ORDINARY SHARES
    OF USUSD0.20 EACH               PAUL CHAMBERS

                                    COMPANY SECRETARY

                                    020 7960 2312




Name of authorised official of issuer responsible for making
notification

PAUL CHAMBERS

COMPANY SECRETARY

Date of notification  2 JANUARY 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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