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 May 24, 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 21 May 2002 The Secretary London Stock Exchange Company Announcement Office Old Broad Street London EC2N 1HP Dear Sirs, Dealing by Directors in Ordinary shares of Smith & Nephew plc We have been notified today that the following directors of the Company have increased their beneficial holdings of Ordinary shares of 12 2/9 pence each in Smith & Nephew plc, through the Dividend Re-investment Plan for the 2001 Final Dividend paid on 17th May 2002. Each share was purchased at 400.0 pence on 17th May 2002: Mr C J O'Donnell acquired 848 shares and now holds 121,551 shares representing 0.013% of the issued share capital. Sir Timothy Lankester acquired 16 shares and now holds 6,056 shares representing 0.0007% of the issued share capital. Yours faithfully, J.V. Sutton Assistant Company Secretary