WASHINGTON, D.C. 20549

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

                                August 7, 2002

                              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 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

6 August 2002

The Secretary
London Stock Exchange
Old Broad Street

Dear Sirs,

Smith & Nephew plc has been informed today that Mourant & Co. Trustees
Limited, as trustee of The Smith & Nephew Employees' Share Trust has purchased
a total of 339,154 ordinary shares in the Company in the market on the 5th
August 2002 at an average price of 357.74 pence per share, representing 0.037%
of the issued ordinary share capital.

The Trust, which now holds a total of 1,558,775 shares representing 0.168% of
the issued ordinary share capital of the Company, is a discretionary trust of
which all employees of the Company and its subsidiaries are potential
beneficiaries. Each of the executive directors of the Company is, therefore,
interested in the shares held in the Trust from time to time in the same way
as other employees of the Group.

Yours faithfully,

P.R. Chambers
Company Secretary