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 31, 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 31, 2008 By: /s/ Paul Chambers ----------------- Paul Chambers Company Secretary Smith & Nephew plc - Voting Rights and Capital 31 March 2008 In conformity with Rule 5.6.1 of the FSA's Disclosure and Transparency Rules, we notify the market that as at 31 March 2008: Smith & Nephew plc's issued share capital with voting rights consists of 890,128,903 ordinary shares of US20c each. 58,394,483 ordinary shares are held in treasury, and are not included in the above figure. 890,128,903 ordinary shares may be used by shareholders for calculating if they are required to notify their interest in, or change to their interest in the Company under the FSA's Disclosure and Transparency Rules. Paul Chambers Company Secretary