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 14, 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, 14, 2005 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary SCHEDULE 11 NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS 1. Name of company Smith & Nephew plc 2. Name of director James Ralston 3. Please state whether notification indicates that it is in respect of holding of the shareholder named in 2 above or in respect of a non-beneficial interest or in the case of an individual holder if it is a holding of that person's spouse or children under the age of 18 or in respect of a non-beneficial interest James Ralston 4. Name of the registered holder(s) and, if more than one holder, the number of shares held by each of them (if notified) The Bank of New York 5. Please state whether notification relates to a person(s) connected with the director named in 2 above and identify the connected person(s) N/A 6. Please state the nature of the transaction. For PEP transactions please indicate whether general/single co PEP and if discretionary/non discretionary Purchase of ADRs under US Employee Stock Purchase Plan 7. Number of shares / amount of stock acquired 128 ADRs 8. Percentage of issued class Less than 0.01% 9. Number of shares/amount of stock disposed 10. Percentage of issued class 11. Class of security American Depositary Receipts 12. Price per share US$ 36.09 13. Date of transaction 30 September 2005 14. Date company informed 13 October 2005 15. Total holding following this notification 3226 ADRs 16. Total percentage holding of issued class following this notification Less than 0.01% If a director has been granted options by the company please complete the following boxes. 17. Date of grant 18. Period during which or date on which exercisable 19. Total amount paid (if any) for grant of the option 20. Description of shares or debentures involved: class, number 21. Exercise price (if fixed at time of grant) or indication that price is to be fixed at time of exercise 22. Total number of shares or debentures over which options held following this 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 12 2/9 pence each. 24. Name of contact and telephone number for queries Phil Higgins 020 7960 2228 25. Name and signature of authorised company official responsible for making this notification Phil Higgins (Assistant Company Secretary) Date of Notification 14 October 2005 The FSA does not give any express or implied warranty as to the accuracy of this document or material and does not accept any liability for error or omission. The FSA is not liable for any damages (including, without limitation, damages for loss of business or loss of profits) arising in contract, tort or otherwise from the use of or inability to use this document, or any material contained in it, or from any action or decision taken as a result of using this document or any such material.