SecProbe.io

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Mail Stop 6010

      August 19, 2005

Sir Christopher O`Donnell
Chief Executive
Smith & Nephew plc
15 Adam Street
London WC2N 6LA

      Re:	Smith & Nephew plc
Form 20-F for the Year Ended December 31, 2004
Filed March 16, 2005
		File No. 001-14978

Dear Sir O`Donnell:

      We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 20-F for the Year Ended December 31, 2004

Management`s Discussion and Analysis, page 32
-2004 Year

1. Please revise your MD&A to provide a more detailed discussion
of
your results of operations for 2004.  For instance, please revise
to
enhance your overall MD&A discussion to include the following
disclosures:

* You state that turnover increased 11 1/2% which consisted of 1
1/2%
increase due to the acquisition of MMT but was offset by the
weakness
of the US dollar to sterling which reduced turnover by 7%.  Revise
to
indicate the cause for the remaining increase in turnover of
approximately 15%.

* You state that the improvement in cost of sales as a percentage
of
sales was due to manufacturing cost and efficiency savings, and
also
a mix benefit as the fasting growing business, orthopaedics, had
the
lowest cost of sales.  Revise to include a detail discussion of
each
of these changes along with the related impact on operations.
Avoid
just listing causes for an increase/decrease in a particular line
item on your consolidated income statement.

Please refer to Item 303 of Regulation S-K and the guidance
provided
in our interpretative release titled "Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations".

Financial Position, Liquidity and Capital Resources

Operating Cash Flow - Page 42

2. The non-GAAP measures called "cash conversion ratio" and
Operating
cash flow before exceptional outgoings that you present on page 42
do
not appear to comply with the guidance provided in Item 10(e) of
Regulation S-K and question 10 of the Division of Corporation
Finance
Frequently Asked Questions Regarding the Use of Non-GAAP Financial
Measures, since you exclude liabilities and costs that require
cash
settlement in calculating the measures.  Please revise to remove
the
measures from all future filings, beginning with the amended Form
20-
F, or explain to us why you believe it complies with the
requirements
of Item 10(e) of Regulation S-K.

Accountability, Audit and Internal Control Framework, page 53

Disclosure Committee and Evaluation of Disclosure Controls and
Procedures, Page 53

3. We note on page 53 your disclosure that "management has
identified
certain adjustments that were needed to the UK/US GAAP
reconciliations in prior years" as a result of the conversion of
your
accounts from UK GAAP to IFRS and as a result you have restated
your
financial statements as disclosed in Note 39 of the Notes to the
Group Accounts.  Revise this section to discuss in greater detail
the
specific steps that has been taken or will be taken to remediate
these material weaknesses that have been identified in your
disclosure controls.  Disclose management`s timeline for
implementing
those actions not yet taken.
4. In light of the material weaknesses that have been identified
with
respect to UK/US GAAP reconciliations, tell us in reasonable
detail
the basis for officers` conclusions that the company`s disclosure
controls and procedures were nonetheless effective as of the end
of
the period covered by the report.

Consolidated Financial Statements

Note 1:  Accounting Policies, page 74

-Turnover, page 74

5. You state that turnover comprises sales of product and services
to
third parties at amounts invoiced net of trade discounts and
rebates,
excluding turnover taxes.  Tell us and revise this note to
disclose
the following:
* the nature of the rebates you offer and how you account for them
under UK GAAP.
* how your method of accounting compares to the accounting
required
by EITF 01-09 and to the extent applicable, revise Note 39 to
highlight any differences.
* if material, revise your critical accounting policies to
disclose
the significant assumptions made and estimates used to determine
the
provisions for returns and trade allowances.

6. Tell us what you mean when you disclose appropriate provisions
have been made for "other allowances".  Revise this note to
specifically disclose the nature of these other allowances and how
you account for them under UK GAAP.  If different, tell us how you
account for these other allowances under US GAAP.

-Tangible fixed assets, page 75

7. Confirm to us and revise Note 39 to disclose that you amortize
freehold and long leasehold buildings, and short leasehold land
and
buildings, over the shorter of their estimated useful lives or
lease
term for US GAAP purposes.  If not, tell us how you amortize these
items for US GAAP purposes and identify the authoritative
literature
on which you rely.

Note 39: Differences Between Accounting Principles Generally
Accepted
in the UK and US - Pages 114 to 127

-Joint Venture and Associated Undertaking, page 115

8. On page 74, you disclose that entities in which the Group holds
an
interest on a long-term basis and which are controlled by the
Group
are joint ventures.  You further disclose on page 115, that under
US
GAAP, the Group`s share of the after tax profit of the joint
venture
would be reflected in the income statement as a single line item
and
its net investment would be included as a single line item in the
balance sheet.  Tell us how your accounting for joint ventures in
which you have a controlling interest under US GAAP complies with
SFAS 94.
9. Please tell us about the entity which you consolidate under the
gross equity method that you control through a contractual
agreement.
Tell us how this method of consolidation criteria for this entity
under UK GAAP compares to the consolidation criteria under US GAAP
pursuant to SFAS 94 and FIN 46.  In addition, please tell us and
revise to explain how your accounting for joint ventures under the
gross equity method for UK GAAP purposes differs from the US GAAP
accounting required under SFAS 94 and FIN 46.
10. You state that the difference between the fair value of
consideration given and the book value of net assets acquired in a
joint venture represents goodwill in the joint venture entity.
You
further state that under US GAAP, this "gain" would be unrealized
and
would not be recognized.  In this regard,
* Tell us how you have accounted for the difference between the
fair
value of consideration given and the book value of net assets
acquired in the joint venture under US GAAP.
* Confirm to us and revise to state that for US GAAP purposes, the
investment as a whole is reviewed for impairment in accordance
with
APB 18.  Please refer to the guidance in paragraph 19(n) of APB 18
and B169 and B170 of SFAS 142.

-Trade Investments, page 115

11. You disclose that trade investments would be stated at market
value and movements in market value would be reflected in other
than
comprehensive income under US GAAP.  Confirm to us and revise to
clarify that these investments are classified as available-for-
sale
securities.  Refer to paragraphs 12 and 13 of SFAS 115.

-Leases, page 116

12. Tell us and revise to specifically state your accounting
treatment for leases under UK GAAP and US GAAP.

-Exceptional Items, page 117

13. In your US GAAP basis income statement on page 118 you
classify
exceptional items under UK GAAP as "other operating costs and
expenses".  For US GAAP purposes, revise your income statement to
properly classify these items in the income statement captions you
have identified in Note 3 on page 82.

-Restatement of Prior Periods Reconciliations from UK to US GAAP,
page 117

14. We note that in the course of preparing to convert the
accounts
from UK GAAP to IFRS, the Group has identified additional
adjustments
to its reconciliations to US GAAP and therefore, has restated its
previously filed reconciliations to US GAAP for 2002 and 2003.  As
outlined in Section V.D. of the "International Reporting and
Disclosure Issues in the Division of Corporation Finance" found at
http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm
,
the restatement of a previously filed US GAAP reconciliation to
correct errors is required to be referenced in the auditor`s
report.
Please amend the filing to include a report from your auditors
that
includes an explanatory paragraph that refers to the restatements.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
      You may contact Tom Dyer, Staff Accountant, at (202) 551-
3641
or me at (202) 551-3327 if you have questions regarding comments
on
the financial statements and related matters.  In this regard, do
not
hesitate to contact Martin James, Senior Assistant Chief
Accountant,
at (202) 551-3671.

      Sincerely,

      Michele Gohlke
      Branch Chief
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Sir Christopher O'Donnell
Smith & Nephew plc
August 19, 2005
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