Director/PDMR Shareholding

1.

Name of the issuer

SMITH & NEPHEW PLC

2.

State whether the notification relates to (i) a

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 managerial

responsibilities/director

ADRIAN HENNAH

4.

State whether notification relates to a person

connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

N/A

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a nonbeneficial

interest 1

ADRIAN HENNAH

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

 ORDINARY SHARES

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

ADRIAN HENNAH

8.

State the nature of the transaction

VESTING OF ORDINARY SHARES UNDER THE SMITH & NEPHEW PSP PLAN

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 financial

instruments relating to shares acquired

i) 47,695 ORDINARY SHARES

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

LESS THAN 0.01%

11.

Number of shares, debentures or financial

instruments relating to shares disposed

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

LESS THAN 0.01%

13.

Price per share or value of transaction

14.

Date and place of transaction

 13 MARCH 2009

15.

Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage)

16,990 ORDINARY SHARES

16.

Date issuer informed of transaction

17 MARCH 2009

17.

Date of grant

N/A

18.

Period during which or date on which exercisable

N/A

19.

Total amount paid (if any) for grant of the option

N/A

20.

Description of shares or debentures involved (class and number)

21.

Exercise price (if fixed at time of grant) or

indication that price is to be fixed at the time of exercise

N/A

22.

Total number of shares or debentures over which options held following notification

213,386

23.

Any additional information

VESTING OF 46% OF THE PSP AWARD MADE ON THE 20 JUNE 2006 UNDER THE 2004 PLAN.THIS AWARD WILL BE SETTLED ON THE 3RD ANNIVERSARY OF THE AWARD (20 JUNE 2009)

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).

24.

Name of contact and telephone number for queries

GEMMA PARSONS

ASSISTANT COMPANY SECRETARY

020 7960 2228

Name of authorised official of issuer responsible for making notification

GEMMA PARSONS

ASSISTANT COMPANY SECRETARY

Date of notification __17 MARCH 2009______

(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.