WASHINGTON, D.C. 20549

                       Report of Foreign Private Issuer

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

                                August 28, 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 28, 2003                              By:  /s/ Paul Chambers
                                                        Paul Chambers
                                                        Company Secretary


Smith & Nephew plc      T 44 (0) 207 401 7476             [Graphic Omitted]
15 Adam Street          F 44 (0) 207 960 2350             We are smith & nephew
London WC2N 6LA

28 August 2003

      Expiration of Tender Offers for Centerpulse and InCentive Capital

Following the 27 August deadline set by the Swiss Takeover Board, Smith &
Nephew announces today that the tender offer period relating to the proposed
acquisitions of Centerpulse AG and InCentive Capital AG has expired. Smith &
Nephew Group plc, with 0.24% of the shares of Centerpulse and 0.06% of
InCentive Capital shares tendered, has not received the minimum level of valid
acceptances for its offers and therefore declares that its public tender
offers for Centerpulse and InCentive Capital have lapsed. Additionally the
Scheme of Arrangement to establish a new group holding company for Smith &
Nephew will not be implemented and therefore new shares of Smith & Nephew
Group plc will not be issued.


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