Directors' Dealings

WHITBREAD PLC

                            DEALINGS BY DIRECTORS

1)   NAME OF COMPANY

          WHITEBREAD PLC

2)   NAME OF DIRECTOR

          DAVID MALCOLM THOMAS

3)   Please state whether notification indicates that it is in
     respect of holding of the Director named in 2 above
     or holding of that person's spouse or children under
     the age of 18 or in respect of a non-beneficial interest

          AS 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)


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

          DIRECTOR'S OWN INTEREST

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

          EXERCISE OF AWARD OVER 15,236 SHARES UNDER THE LONG TERM 
          INCENTIVE PLAN

7)   Number of shares/amount of
     stock acquired

          15,236

8)   INSIGNIFICANT
    of issued Class

9)   Number of shares/amount
     of stock disposed

          N/A

10)  ( N/A %)
    of issued Class

11)  Class of security

          ORDINARY SHARES 25p

12)  Price per share

          900p

13)  Date of transaction

          27 July 1999

14)  Date company informed

          29 July 1999

15)  Total holding following this notification

          57,241 Mr Thomas also has a technical interest in 322,979
          shares held in an ESOP

16)  Total percentage holding of issued class following 
     this notification      

          Insignificant

      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

N/A

24)  Name of contact and telephone number for queries

          Mrs. P F Townsend - 0171 615 1111



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

     Date of Notification....29 July 1999................