Holding(s) in Company

Whitbread PLC
19 January 2005

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 53,942,315 ord GBP 0.50 shares in 
the 298,410,902 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 4,718,728 shares (1.58%). and a 
non-beneficial interest of 49,223,587 shares (16.50%).

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 18/01/05, 
is as per the Appendix below.

This notification of change is due to an increase in the total holding from 
17.90% to 18.08%




                       DISCLOSURE OF INTEREST IN 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 18/01/05 was 53,942,315 the breakdown of which 
is set out below:

Name of the              Number of     Particulars of 
Company/Fund                Shares     Beneficial owners          Registered as
 
AXA UK Investment Co ICVC  28,800      Trustees of AXA UK         Chase Nominees Ltd
Global Distribution Fund               Investment Co ICVC         a/c 17336
(Non - Beneficial)                     Global Distribution Fund

AXA UK Investment Co ICVC  56,400      Trustees of AXA UK         Chase Nominees Ltd
Global Growth Fund                     Investment Co ICVC         a/c 17260
(Non-Beneficial)                       Global Growth Fund

Sun Life Pensions         127,000      Sun Life Pensions          HSBC Global Custody Nominee (UK) Ltd
Management Ltd A/c X                   Management Ltd             a/c 867530
(Beneficial)
 
Sun Life Assurance      1,291,265      Sunlife Assurance          HSBC Global Custody Nominee (UK) Ltd
Society Plc                            Society Plc                a/c 776934 
(Beneficial)

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



                       DISCLOSURE OF INTEREST IN 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 18/01/05 was 53,942,315 the breakdown of which 
is set out below:

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

Sun Life Unit Assurance    190,000     Sun Life Unit              HSBC Global Custody Nominee (UK) Ltd
Ltd A/c X                              Assurance Ltd              a/c 867220
(Beneficial)

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

Sun Life Unit Assurance    349,491     Sun Life Unit              HSBC Global Custody Nominee (UK) Ltd
Ltd A/c X                              Assurance Ltd              a/c 867050
(Beneficial)

Sun Life Pensions            4,246     Sun Life Pensions          Smith & Williamson Nominees Ltd
Management Ltd                         Management Ltd             a/c S66
(Beneficial)

Sun Life Pensions           18,864     Sun Life Pensions          BNY (OCS) Nominees Limited 
Management Ltd                         Management Ltd
(Beneficial)
     

                       DISCLOSURE OF INTEREST IN 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 18/01/05 was 53,942,315 the breakdown of which 
is set out below:

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

AXA France                 16,694      (Registration details 
(Non-Beneficial)                       available upon request)

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

AXA Colonia Konzem         26,656      (Registration details
(Non-Beneficial)                       available upon request)
 
AKA Colonia Konzem         11,200      (Registration details
(Non - Beneficial)                     available upon request)

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 Ireland Pension Fund    3,600      AXA Ireland Pension Fund   Chase Nominee's Ltd  
(Non - Beneficial)                                                a/c 21652
 
AKA Financial, Inc      43,960,900     Bernstein
(Non - Beneficial)

AXA Financial, Inc       4,277,267     AXA Rosenberg
(Non - Beneficial)



                      DISCLOSURE OF INTEREST IN 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 18/01/05 was 53,942,315 the breakdown of which 
is set out below;



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

AXA Financial, Inc*                    Alliance Capital
(Non - Beneficial)         868,726     Management LP - See note below


                                   Holding as % of Issued Capital
Total Beneficial  
Interest                 4,718,728            1.58

Total Non-
Beneficial Interest     49,223,587           16.50

              Total     53,942,315           18.08%
 
*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 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 
organisations, 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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