Smith & Nephew plc-Director/PDMR Shareholding-5

LONDON--(Marketwire - March 18, 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/
    ADRIAN HENNAH                          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


     ADRIAN HENNAH                         ORDINARY SHARES


7.  Name of registered                 8.  State the nature of the
    shareholders(s) and, if                transaction
    more than one, the number of
    shares held by each of them
                                           I)   VESTING OF ORDINARY
                                           SHARES UNDER THE SMITH &
                                           NEPHEW PSP PLAN
    ADRIAN HENNAH

                                           II)  VESTING OF 59% OF
                                           OPTION GRANTED ON 20/06/
                                           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) 47,695 ORDINARY SHARES              LESS THAN 0.01%


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)
                                           LESS THAN 0.01%

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

                                           13 MARCH 2009


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


    16,990 ORDINARY SHARES




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

    N/A

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


                                           213,386
    N/A


23. Any additional information         24. Name of contact and
                                           telephone number for
                                           queries
    i)  VESTING OF 46% OF THE PSP AWARD
        MADE ON THE 20 JUNE 2006 UNDER
        THE 2004 PLAN.THIS AWARD WILL BE   GEMMA PARSONS
        SETTLED ON THE 3RD ANNIVERSARY
        OF THE AWARD (20 JUNE 2009)        ASSISTANT COMPANY
                                           SECRETARY

                                           020 7960 2228
    ii) OPTION OVER 61,174 ORDINARY
        SHARES AT AN EXERCISE PRICE OF
        434P VESTED. THIS OPTION CAN BE
        EXERCISED FROM THE 3RD
        ANNIVERSARY OF THE AWARD
        (20 JUNE 2009).






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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