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


                                January 23, 2006

                        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.

                                                               





NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL
RESPONSIBILITY OR CONNECTED PERSONS

This form is intended for use by an issuer to make a RIS notification required
by DR 3.1.4R(1).


(1)  An issuer making a notification in respect of a transaction relating to the
     shares or debentures of the issuer should complete boxes 1 to 16, 23 and 
     24.

(2)  An issuer making a notification in respect of a derivative relating the 
     shares of the issuer should complete boxes 1 to 4, 6, 8,13, 14, 16, 23 
     and 24.

(3)  An issuer making a notification in respect of options granted to a 
     director/person discharging managerial responsibilities should complete 
     boxes 1 to 3 and 17 to 24.

(4)  An issuer making a notification in respect of a financial instrument 
     relating to the shares of the issuer (other than a debenture) should 
     complete boxes 1 to 4, 6, 8, 9, 11, 13, 14, 16, 23 and 24.



Please complete all relevant boxes should in block capital letters.


1. Name of the issuer

Smith & Nephew plc


2. State whether the notification relates to (i) a transaction notified in
accordance with DR 3.1.4R(1)(a); or

(ii) DR 3.1.4(R)(1)(b) a disclosure made in accordance with section 324 (as
extended by section 328) of the Companies Act 1985; or

(iii) both (i) and (ii)


(i) a transaction notified in accordance with DR 3.1.4R(1)(a)


3. Name of person discharging managerial responsibilities/director

Mr. David Illingworth


4. State whether notification relates to a person connected with a person
discharging managerial responsibilities/director named in 3 and identify the
connected person

N/A...... ..............................


5. Indicate whether the notification is in respect of a holding of the person
referred to in 3 or 4 above or in respect of a non-beneficial interest

Holding of Mr David Illingworth....................................


6. Description of shares (including class), debentures or derivatives or
financial instruments relating to shares

American Depositary Receipts ....................................


7. Name of registered shareholders(s) and, if more than one, the number of
shares held by each of them

The Bank of New York....................................


8 State the nature of the transaction

Purchase of ADRs under US Employee Stock Purchase Plan ........................


9. Number of shares, debentures or financial instruments relating to shares
acquired

122 ADRs ....................................


10. Percentage of issued class acquired (treasury shares of that class should
not be taken into account when calculating percentage)

Less than 0.01 %....................................


11. Number of shares, debentures or financial instruments relating to shares
disposed

....................................


12. Percentage of issued class disposed (treasury shares of that class should
not be taken into account when calculating percentage)

....................................


13. Price per share or value of transaction

US$36.09....................................


14. Date and place of transaction

12 January 2006....................................


15. Total holding following notification and total percentage holding following
notification (any treasury shares should not be taken into account when
calculating percentage)

4209 ADRs....................................


16. Date issuer informed of transaction

20 January 2006....................................


If a person discharging managerial responsibilities has been granted options by
the issuer complete the following boxes


17 Date of grant



18. Period during which or date on which it can be exercised



19. Total amount paid (if any) for grant of the option



20. Description of shares or debentures involved (class and number)



21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at the time of exercise



22. Total number of shares or debentures over which options held following
notification



23. Any additional information

Participants in the US Employee Stock Purchase Plan buy ADRs at a discount to
the market price of 15%.

One ADR represents five ordinary shares of US 20 cents each.


24. Name of contact and telephone number for queries

Phil Higgins 0207 960 2228


Name and signature of duly authorised officer of issuer responsible for making
notification

Phil Higgins Assistant Company Secretary


Date of notification

23 January 2006

END


                                 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: January, 23, 2006
                                                  By:   /s/ Paul Chambers
                                                        -----------------
                                                 Paul Chambers
                                                 Company Secretary