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