Director Shareholding

Whitbread PLC
19 May 2004

                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS


1. Name of company

Whitbread PLC


2. Name of director

David Thomas, Alan Parker, David Richardson, Bill Shannon, Stewart Miller, Angie 
Risley


3. Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

Technical interest of the directors named in 2 above


4. Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

T D Waterhouse Nominees (Europe) Limited


5. Please state whether notification relates to a person(s) connected with the
director named in 2 above and identify the connected person(s)

N/A


6. Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non discretionary

Transfer of shares from the Whitbread Employees' Share Ownership Plan Trust (the 
'Trust') to satisfy an exercise under the Executive Share Option Scheme.


7. Number of shares / amount of stock acquired



8. Percentage of issued class


9. Number of shares/amount of stock disposed

13,594


10. Percentage of issued class

Insignificant


11. Class of security

Ordinary shares of 50p each


12. Price per share

542.2p


13. Date of transaction

18 May 2004


14. Date company informed

18 May 2004


15. Total holding following this notification

2,061,882


16. Total percentage holding of issued class following this notification

0.692%

If a director has been granted options by the company please complete the
following boxes.


17. Date of grant

N/A


18. Period during which or date on which exercisable

N/A


19. Total amount paid (if any) for grant of the option

N/A


20. Description of shares or debentures involved: class, number

N/A


21. Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

N/A


22. Total number of shares or debentures over which options held following this
notification

N/A


23. Any additional information

The Trust is discretionary and for the benefit of such employees (including the
executive directors of Whitbread PLC) and their families as the trustee, Abacus
Corporate Trustee Limited may at its discretion determine


24. Name of contact and telephone number for queries

Daren Lowry, 0207 806 5464


25. Name and signature of authorised company official responsible for making
this notification

Daren Lowry, Assistant Company Secretary


Date of Notification

19 May 2004


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for loss of business or loss of profits) arising in contract, tort or otherwise
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