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


                                August 2, 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





1 August 2002



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



Dear Sirs,

Smith & Nephew plc has been notified today, pursuant to Section 198 of the
Companies Act 1985 (as amended), by FMR Corp and Fidelity International
Limited that they have a notifiable interest in 64,763,434 ordinary shares of
12 2/9p each in the Company representing 6.99% of the issued share capital of
the Company.

Yours faithfully,





P.R. Chambers
Company Secretary