The Bank of New York
101 Barclay Street
New York, NY 10286

		
January 23, 2006
	

Securities & Exchange Commission
450 Fifth Street, NW
Washington, DC 20549				
	
Attn.: Document Control 			
	


RE:	American Depositary Shares evidenced 
by American Depositary Receipts, each 
representing five Ordinary Shares of Smith & 
Nephew plc
(Form F6 File No. 333111088)


Ladies and Gentlemen:

Pursuant to Rule 424(b)(3) under the Securities 
Act of 1933, as amended, on behalf of The Bank 
of New York, as Depositary for securities 
against which American Depositary Receipts are 
to be issued, we attach a copy of the new 
prospectus (Prospectus) reflecting the change in 
the nominal value of Smith & Nephew plc 
ordinary shares from 12 2/9 pence to 20 U.S. 
cents.

As required by Rule 424(e), the upper right hand 
corner of the Prospectus cover page has a 
reference to Rule 424(b)(3) and to the file 
number of the registration statement to which 
the Prospectus relates.

Pursuant to Section III. B. of the General 
Instructions to the Form F6 Registration 
Statement, the Prospectus consists of the ADR 
certificate with revised nominal value of Smith 
& Nephew plc.

The Prospectus has been revised to reflect the 
new par value from 12 2/9 pence to 20 U.S. 
cents by addition of the following notation:

EFFECTIVE JANUARY 23, 2006, THE 
NOMINAL VALUE OF THE ORDINARY 
SHARES CHANGED TO 20 U.S. CENTS PER 
SHARE.
                                         
Please contact me with any questions or 
comments at 212 815 4244.

Sandra Friedrich
Assistant Vice President
The Bank of New York ADR Division

Encl.
CC:  Paul Dudek, Esq. (Office of International 
Corporate Finance)