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
                                      ----


                                February 2, 2004

                        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.

                                                                  Total Pages: 3





                                   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: February 2, 2004                           By:   /s/ Paul Chambers
                                                       ----------------------
                                                       Paul Chambers
                                                       Company Secretary



                                       2



29 January 2004


The Secretary
London Stock Exchange
RNS
Old Broad Street
London
EC2N 1HP


Dear Sirs,

Smith & Nephew plc has been notified today, pursuant to Section 198 of the
Companies Act 1985 (as amended), by The Capital Group Companies, Inc, that they
have a notifiable interest in 72,662,158 ordinary shares of 12 2/9p each in the
Company representing 7.78% of the issued share capital of the Company.

Yours faithfully,




P.R. Chambers
Company Secretary