WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

                       Pursuant to Rule 13a-16 or 15d-16
                       of the Securities Exchange Act of

                                 June 19, 2003

                       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

               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


     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

Date: June 19, 2003                            By:  /s/ Paul Chambers
                                                    Paul Chambers
                                                    Company Secretary


19 June 2003

       Smith & Nephew notes offers for Centerpulse and InCentive Capital

Smith & Nephew plc notes that Zimmer Holdings Inc. has today launched formal
offers for Centerpulse AG and InCentive Capital AG, which the company intends
to review over the coming weeks.

Smith & Nephew is convinced that a combination of its own business with that
of Centerpulse will offer employees, customers and shareholders of both
companies a superior opportunity for enhanced long-term value.

Pending Smith & Nephew's review of the Zimmer offers, the company strongly
advises Centerpulse and InCentive Capital shareholders to take no action in
respect of the Zimmer offers. Smith & Nephew plc notes that under Swiss
takeover legislation all offers will remain open for acceptances until 27


Smith & Nephew plc                                Tel: +44 (0)20 7401 7646
Angie Craig
Corporate Affairs Director

Financial Dynamics                                Tel: +44 (0)20 7831 3113
David Yates

United States of America

The offer for Centerpulse shares is being made in the United States only
through a prospectus/offer to exchange, which is part of a registration
statement filed with the SEC by Smith & Nephew Group. Centerpulse shareholders
who are US persons or are located in the United States are urged to read the
registration statement, including the prospectus/offer to exchange included
therein, and the other documents filed, or to be filed, with the SEC by Smith
& Nephew Group or Centerpulse relating to the Centerpulse offer, because they
contain important information about the Centerpulse offer. You may obtain a
free copy of these documents from the SEC's Web site at You may
also obtain this information from Morrow & Co., Inc., the US information agent
for the Centerpulse offer, at (800) 607-0088, or by e-mail at