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 March 12, 2008 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. 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: March 12, 2008 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary Smith & Nephew PLC 12 March 2008 Smith & Nephew PLC - Transaction in Own Shares Smith & Nephew PLC announces that on 12 March 2008 it transferred 484,517 ordinary shares of US$0.20 to Abacus Corporate Trustee Limited, the Trustee of the Smith & Nephew 2004 Employees' Share Trust. The shares will be used to satisfy options and awards under the 2004 Senior Executive Share Plans. The transferred shares were all formerly held as Treasury Shares. Following the above transfer, Smith & Nephew PLC holds 57,594,483 ordinary shares in treasury, and has 890,612,302 ordinary shares in issue (excluding treasury shares). Paul Chambers Company Secretary