FORM 6-K

                      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


                               November 17, 2003

                       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.


                                                                Total Pages: 3





                                  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: November 17, 2003             By: /s/ Paul Chambers
                                        ----------------------
                                        Paul Chambers
                                        Company Secretary


                                      2



13 November 2003




The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP




Dear Sirs,

We have been notified today that Dudley Eustace, a director of Smith & Nephew
plc, has acquired 162 Ordinary shares of 12 2/9 pence each in the Company,
through the re-investment of a dividend paid on 12 September 2003. Each share
was purchased at 478.46 pence on 31 October 2003.

Mr. Eustace now has a beneficial interest in 50,295 Ordinary shares being
0.0054% of the issued share capital of the Company.

Yours faithfully,




P.R. Chambers
Company Secretary