Scheme of Arrangement

Whitbread Holdings PLC
26 February 2001
                                         

                    Whitbread Holdings PLC

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


    Commencement of Dealings in Whitbread Holdings Shares


The Board of Whitbread Holdings PLC ('Whitbread Holdings')
is pleased to announce that the scheme of arrangement
proposed between Whitbread PLC ('Whitbread') and its
shareholders under section 425 of the Companies Act 1985,
and previously approved by the shareholders of Whitbread on
30 January 2001, has been completed.  Accordingly, dealings
in Whitbread Holdings shares will commence at 8.00 a.m. this
morning on the London Stock Exchange's market for listed
securities.

The introduction of Whitbread Holdings as the new holding
company for the Whitbread Group provides greater flexibility
in the structuring of the continuing businesses of the Group
and in realising the value of the Pubs and Bars division.
Its introduction at this stage also allows for an earlier
and more efficient return of such value to shareholders.

The disposal of the Pubs and Bars division is proceeding
well and according to schedule and the Board continues to
expect to return approximately 75% of the net proceeds to
shareholders by the middle of this year.


Enquiries:

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

Dresdner Kleinwort Wasserstein          [phone]
David Barclay
Nigel Binks

Gavin Anderson & Company                [phone]
Chris Salt
Laura Hickman


Kleinwort Benson Limited ('Dresdner Kleinwort Wasserstein'),
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.