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 October 28, 2005 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. 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: October 28, 2005 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary 28 October 2005 London Stock Exchange 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 45,818 ordinary shares in the Company today at a price of 473 pence per share, representing less than 0.01% of the issued ordinary share capital. The Trust, which now holds a total of 365,373 shares representing 0.04% 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. Higgins Assistant Company Secretary