Holding(s) in Company

Whitbread PLC
14 July 2004


Letter to Whitbread PLC


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 
Managers 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 53,514,675 ord GBP 0.50 shares in 
the 297,495,738 share capital immediately after the time when the obligation of 
disclosure arose pursuant to section 198 of the Act. These shares are 
represented by a beneficial interest of 5,143,602 shares (1.73%), and a 
non-beneficial interest of 48,371,073 shares (16.26%).

The identity of each registered holder of the shares to which this notice 
relates, so far as is known to AXA Investment Managers UK Ltd, as at 13/07/04,
is as per the attached Appendix.

This notification of change is due to a decrease in the total holding from 
18.10% to 17.99%


Letter from AXA Investment Managers UK Ltd.

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

           Total number of shares held as at 13/07/04 was 53,514,675 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 Co ICVC     Chase Nominees Ltd
Global Distribution Fund                         Global Distribution Fund                   a/c 17336
(Non - Beneficial)

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

Sun Life Pensions Management Ltd 
A/c X                                75,000      Sun Life Pensions Management              HSBC Global Custody
(Beneficial)                                     Ltd                                       Nominee (UK) Limited
                                                                                           a/c 867530

Sun Life Assurance Society Plc    1,328,460      Sun Life Assurance Society Plc            HSBC Global Custody
(Beneficial)                                                                               Nominee (UK) Limited
                                                                                           a/c 776934

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

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

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

Sun Life Unit Assurance Ltd A/c X   373,057      Sun Life Unit Assurance Ltd               HSBC Global Custody
(Beneficial)                                                                               Nominee (UK) Limited
                                                                                           a/c 867050

Sun Life Pensions Management Ltd      4,246      Sun Life Pensions Management              Smith & Williamson 
(Beneficial)                                     Ltd                                       Nominee Ltd

Sun Life Pensions Management Ltd     26,314      Sun Life Pensions Management              BNY(OCS)Nominee Limited
(Beneficial)                                     Ltd                                      

AXA France                           10,855     (Registration details available
(Non - Beneficial                                upon request)

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

AXA Colonia Konzem                  325,319     (Registration details available
(Beneficial)                                     upon request)

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

AXA Sun Life plc                  1,707,087     AXA Sun Life plc                            Axa Sun Life plc
(fmly Axa Equity & Law Life                     (fmly Axa Equity & Law Life 
Assurance Society plc)                           Assurance Society plc)
(Beneficial)

AXA Financial, Inc              45,178,365      Bernstein
(Non - Beneficial)

AXA Financial, Inc               2,715,931      AXA Rosenberg
(Non - Beneficial)

AXA Financial, Inc*                 377,366      Alliance Capital Management LP -
(Non Beneficial)
                                           
                                                 Holding as % of Issued Capital

    Total Beneficial Interest    5,143,602                 1.73

Total Non-Beneficial Interest   48,371,073                16.26
                         
                        Total   53,514,675                17.99%


*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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