Holding(s) in Company

Whitbread PLC
12 January 2004


LETTER TO:  WHITBREAD PLC
DATED:      9 JANUARY 2004



NOTIFICATION OF INTEREST(S) IN SHARES UNDER SECTION 198 COMPANIES ACT 1985 
('THE ACT')

This notification supersedes any previous notification from AXA Investment
Mangers UK Ltd.

We are writing on behalf of AXA S.A. of 25 Avenue Matignon, 75008 Paris and its
Group Companies who are deemed to have an interest in these shares.

AXA S.A. knows that they were interested in 50,730,888 ord 50p shares in the
296,698,378 share capital immediately after the time when the obligation of
disclosure arose pursuant to section 198 of the Act.  These shares represent a
beneficial interest of 5,850,327 shares (1.97%), and a non-beneficial interest of
44,880,561 shares (15.13%).


The identity of each registered holder of the shares to which this notice
relates, so far as known to AXA Investment Mangers UK Ltd, as at 08/01/04, is as
per the attached Appendix.

LETTER FROM:  AXA INVESTMENT MANAGERS

                        DISCLOSURE OF INTEREST IN SHARES OF
                 APPENDIX - NOTICE UNDER SECTION 198 0F THE COMPANIES ACT 1985 
                       Whitbread Ordinary plc ord GBP 0.50 shares

Total number of shares held as at 08/01/04 was 50,730,888 the breakdown of which is set out below:
 

Name of the                  Number of               Particulars of                    Registered as
Company/Fund                   Shares                Beneficial owners


 
AXA UK Investment Co ICVC      28,279                Trustees of AXA UK Investment     Chase Nominees Ltd
Global Distribution Fund                             Co ICVC                           a/c 17336
(Non-Beneficial)                                     Global Distribution Fund          


AXA UK Investment Co ICVC      52,277                Trustees of AXA UK Investment     Chase Nominees Ltd
Global Growth Fund                                   Co ICVC                           a/c 17260
(Non-Beneficial)                                     Global Growth Fund          


Sun Life Pensions              75,000                Sun Life Pensions Management Ltd  HSBC Global Custody Nominee
Management Ltd A/c X                                                                   (UK)Limited
(Beneficial)                                                                           a/c 867530
 
Sun Life Assurance 
Society Plc                 1,328,460                Sun Life Assurance Society Ltd    HSBC Global Custody Nominee
(Beneficial)                                                                           (UK) Limited
                                                                                       a/c 776934

 
Sun Life Unit Assurance Ltd   618,000                Sun Life Unit Assurance Ltd      HSBC Global Custody Nominee
A/c X                                                                                 (UK) Limited
(Beneficial)                                                                          a/c 867116

 
Sun Life Unit Assurance Ltd   300,000                Sun Life Unit Assurance Ltd      HSBC Global Custody Nominee
A/c X                                                                                 (UK) Limited
(Beneficial)                                                                          a/c 867220
 
Sun Life Unit Assurance Ltd   381,000                Sun Life Unit Assurance Ltd      HSBC Global Custody Nominee
A/c X                                                                                 (UK) Limited
(Beneficial)                                                                          a/c 867268

Sun Life Unit Assurance Ltd   373,057                Sun Life Unit Assurance Ltd      HSBC Global Custody Nominee 
A/c X                                                                                 (UK) Limited
(Beneficial)                                                                          a/c 867050
 
Sun Life Pensions               4,246                Sun Life Pensions Management     Smith & Williamson Nominees Ltd
Management Ltd                                       Ltd                              a/c S66
(Beneficial)

 
Sun Life Pensions              25,111                Sun Life Pensions Management      BNY(OCS)Nominees Limited
Management Ltd                                       Ltd  
(Beneficial)
 
AXA Colonia Konzem            627,664              (Registration details available
(Beneficial)                                        upon request)

AXA Colonia Konzem              8,000              (Registration details available
(Non - Beneficial)                                   upon request)


AXA Belgium                     5,119              (Registration details available
(Beneficial)                                        upon request)


 
Axa Sun Life plc            2,112,670               AXA Sun Life plc                  Axa Sun Life plc
(frmly Axa Equity & Law                             (frmly Axa Equity & Law 
Life Assurance Society plc)                         Life Assurance Society plc)
(Beneficial)


AXA Ireland Pension Fund        2,894               AXA Ireland Pension Fund          Chase Nominees Ltd
(Non-Beneficial)                                                                      a/c 21652


AXA Financial, Inc.        42,366,295              Bernstein
(Non - Beneficial)

 
AXA Financial, Inc          1,836,098              AXA Rosenberg
(Non - Beneficial)

 
AXA Financial, Inc*           586,718              Alliance Capital Management LP
(Non - Beneficial)                                 See note below
 
                                                    Holding as % of Issued Capital 

Total Beneficial Interest  5,850,327                          1.97%
Total Non-Beneficial      44,880,561                         15.13 
Interest                 
                Total     50,730,888                         17.10%
 

*AXA FINANCIAL INCLUDES HOLDINGS FOR ALLIANCE CAPITAL MANAGEMENT LP 
Alliance Capital Management LP ('Alliance Capital') is an investment advisor
registered under the Investment Advisors Act of 1940. Alliance Capital provides
investment advisory services to corporate employee benefit plans subject to
the Employee Retirement Income Security Act of 1974 ('ERISA'), public employee
retirement systems, investment companies and separate accounts registered under
the Investment Company Act of 1940. foundations, endowment funds, tax-exempt
organizations, and other institutional investors and individuals. Alliance
Capital manages investment assets on behalf of its clients which confers upon
it, among other things, the right to vote on behalf of its clients. Under the
federal securities laws, the right to vote or make investment decisions with
respect to a security (even if such right is constrained by fiduciary duties and
does not carry with it any pecuniary interest in the securities) is enough to
confer beneficial ownership on the security on a person. Any shares deemed
beneficially owned by Alliance Capital were acquired solely for investment
purposes in the ordinary course and not for the purpose or intent of influencing
control over the issuer.







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