SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

   Report of Foreign Private Issuer

 

Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of
1934

January 02, 2009
 
Commission File Number 001-14978
 

SMITH & NEPHEW plc
 (Registrant's name)

15 Adam Street
London, England WC2N 6LA
(Address of registrant's principal executive offices)


[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.]
 
   Form 20-F  X                   Form 40-F
    ---                                   ---
 
[Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1).]
 
Yes                            No  X
---                               ---
 
      [Indicate by check mark if the registrant is submitting the Form 6-K in
 paper as permitted by Regulation S-T Rule 101(b)(7).]
 
Yes                            No  X
---                              ---
 
     [Indicate by check mark whether by furnishing the information contained
in this Form, the registrant is also thereby furnishing information to the
 Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of
1934.]
 
                  Yes                            No  X
                        ---                               ---
 
     If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2 (b) : 82- n/a.
 


 

SIGNATURES

 

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 

                                                         Smith & Nephew Plc
                                                 (Registrant)

Date: January 02, 2009
 

                                                                       By:   /s/ Paul Chambers
                                                        -----------------
                                                 Paul Chambers
                                                 Company Secretary
 

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 MICHAEL FRAZZETTE	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 M ICHAEL FRAZZETTE	6.	Description of shares (including class), debentures or derivatives or financial instruments relating to shares AMERICAN DEPOSITARY SHARES  (ADS)
7.	Name of registered shareholders(s) and, if more than one, the number of shares held by each of them MICHAEL FRAZZETTE	8.	State the nature of the transaction RELEASE AND  SALE  OF RESTRICTED STOCK.
9.	Number of shares, debentures or financial instruments relating to shares acquired N/A	10.	Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage) N/A
11.	Number of shares, debentures or financial instruments relating to shares disposed 3,868	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 ( i)     US$ 31.95  PER ADS	14.	Date and place of transaction (i)                    31 DECEMBER 2008
15.	Total holding following notification and total percentage holding following notification (any treasury shares should not be taken into account when calculating percentage) 4,115  ADS	16.	Date issuer informed of transaction 2 JANUARY 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) N/A
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 N/A
23.	Any additional information 1 ADS = 5 ORDINARY SHARES OF US$0.20 EACH		24.		Name of contact and telephone number for queries 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

(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.