Proposals of Holding Company

Whitbread PLC
5 January 2001


Not  for release, publication or distribution in or into the
United  States of America, Canada, Japan, Australia  or  the
Netherlands


Recommendation  of  proposals to  introduce  a  new  holding
company  for  Whitbread by way of Scheme of Arrangement  and
update on current trading

The Board of Whitbread PLC ('Whitbread') announces that a
circular to shareholders has been posted recommending
proposals to establish Whitbread Holdings PLC as the holding
company of the Whitbread Group by way of a scheme of
arrangement (the 'Scheme') under section 425 of the
Companies Act 1985.

The Board believes that the introduction of a new holding
company for the Whitbread Group will provide greater
flexibility in the structuring of the continuing businesses
of the Group and in realising the value of the Pubs and Bars
division.  In particular, the implementation of the Scheme
at this stage will allow for an earlier and more efficient
return of such value to Whitbread shareholders.

A Court Meeting followed immediately by an Extraordinary
General Meeting will be held on 30 January 2001 for
shareholders to approve the proposals.

Listing particulars relating to the introduction to the
Official List of Whitbread Holdings PLC are available for
inspection and are obtainable on request, by application to
the Company's Registrars, Lloyds TSB Registrars of The
Causeway, Worthing, West Sussex BN99 6DA (telephone: 0800
096 4290).

The following statement appears in the Listing Particulars:

'The Company would normally issue a statement only later in
January once the financial results of the important
Christmas and New Year trading period are known.

Since the half year end, trading has been satisfactory in
the context of market conditions which have been affected by
the disruption of the transport infrastructure and flooding.
However, the important trading period of Christmas and the
New Year will have a significant influence on the outturn
for the year and the financial results for this period are
not yet available.  The Company will issue a trading
statement later in January covering this important period.

The prospects of the UK leisure market remain good and the
Board believes that the future Whitbread businesses are well
positioned in this market.'



Enquiries:

Whitbread PLC
David Reed                            [phone]
Jeremy Probert                        [phone]

Dresdner Kleinwort Benson             [phone]
David Barclay
Nigel Binks

Gavin Anderson & Company              [phone]
Chris Salt
Laura Hickman


Kleinwort Benson Limited ('Dresdner Kleinwort Benson'),
which is regulated in the United Kingdom by the Securities
and Futures Authority Limited, is acting for Whitbread and
for no one else in relation to the matters discussed herein
and will not be responsible for anyone other than Whitbread
for providing the protections afforded to its customers or
for providing advice in relation to the matters discussed
herein.