WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

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

                                August 6, 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: August 6, 2003                        By:   /s/ Paul Chambers
                                                  Paul Chambers
                                                  Company Secretary


Group Headquarters            T 44 0 207 401 7476         *We are smith&nephew
Smith & Nephew plc            F 44 0 207 960 2350
15 Adam Street      
London WC2N 6LA

6 August 2003

                                SMITH & NEPHEW


Smith & Nephew has completed a detailed review of the options in relation to
its bids for Centerpulse AG and its largest shareholder, InCentive Capital AG.
After careful consideration, Smith & Nephew has decided that it is not in the
best interests of its shareholders to submit increased offers for Centerpulse
and InCentive Capital.

Smith & Nephew's existing offers for Centerpulse and InCentive Capital remain
open until 27 August 2003, in accordance with the timetable established by the
Swiss Takeover Board.

Chief Executive Sir Christopher O'Donnell commented: "Smith & Nephew is a
disciplined buyer. The basic premise of every acquisition we undertake is that
it must create value for our shareholders. Our review of the circumstances did
not identify enough value for a revised offer.

"Our half-year results last week demonstrated the strength of Smith & Nephew.
We are well placed to continue our strong track record of growth and we remain
confident of further good progress from each of our businesses."


Angie Craig                           Tel: +44 (0) 20 7401 7646
Smith & Nephew

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

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