Holding(s) in Company

Whitbread PLC
13 February 2004



Letter to: Whitbread PLC
Dated: 12 February 2004



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

WHITBREAD PLC


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 53,317,957 ord GBP 0.50 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 5,443,268 shares (1.83%), and a non-beneficial interest
of 47,874,689 shares (16.14%).

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 11/02/04, is as
per the Appendix below.

This notification of change is due to an increase in the total holding from 
18.56% to 17.97%


From: AXA Investment Managers





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

Total number of shares held as at 11/02/04 was 53,317,957 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          1,328,460           Sun Life Assurance Society Plc    HSBC Global Custody Nominee
Society Plc                                                                       (UK) Limited
(Beneficial)                                                                      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              23,635           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            1,707,087           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         45,009,873           Bernstein
(Non - Beneficial)

 
AXA Financial, Inc          2,062,548           AXA Rosenberg
(Non - Beneficial)

 
AXA Financial, Inc*         710,818            Alliance Capital Management LP
(Non - Beneficial)                              See note below


 
                                                  Holding as % of Issued Capital 

Total Beneficial Interest          5,443,268                  1.83
Total Non-Beneficial Interest     47,874,689                 16.14
                 
                        Total     53,317,957                 17.97%
 



*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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