WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer
                       Pursuant to Rule 13a-16 or 15d-16
                       of the Securities Exchange Act of

                                April 3, 2002

                              SMITH & NEPHEW plc
                              (Registrant's name)

                                  Heron House
                                15 Adam Street
                            London, England WCN 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 whether the registrant by furnishing the
information contained in this Form 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: 2

3 April 2002

The Secretary
London Stock Exchange
Company Announcement Office
Old Broad Street

Dear Sirs,

Mrs Diane Eustace, wife of Dudley Eustace, a director of Smith & Nephew plc,
acquired a total of 8,000 ordinary shares of the Company today at 403.5 pence
each. Mr Eustace now has a benefical interest in 48,909 ordinary shares
representing 0.005% of the issued ordinary share capital of the Company.

Yours faithfully,

P.R. Chambers
Assistant Company Secretary