Directors' Dealings

Whitbread PLC

                       DEALINGS BY DIRECTORS


1)  NAME OF COMPANY

    WHITBREAD PLC

2)  NAME OF DIRECTOR

    ALAN STEVEN PERELMAN

3)  Please state whether notification indicates that it is in respect of
    holding of the Director named in 2 above or holding of that person's
    spouse or children under the age of 18 or in respect of a non-beneficial
    interest

    AS ABOVE

4)  Name of the registered holder(s) and, if more than one holder, the
    number of shares held by each of them. (If notified)

    AS ABOVE

5)  Please state whether notification relates to a person(s) connected
    with the Director named in 2 above and identify the connected person(s)

    DIRECTOR'S OWN INTEREST

6)  Please state the nature of the transaction. For PEP transactions
    please indicate whether general/single co PEP and if discretionary/non
    discretionary

    EXERCISE OF AWARD OVER SHARES UNDER THE LONG TERM INCENTIVE PLAN

7)  Number of shares/amount of
    stock acquired

    5,604

8)   (    % )
    of issued Class

    INSIGNIFICANT

9)  Number of shares/amount
    of stock disposed



10)  (    % )
   of issued Class

11) Class of security

    ORDINARY SHARES 25P 

12) Price per share

    674P

13) Date of transaction

    28 OCTOBER 1999

14) Date company informed

    1 NOVEMBER 1999

15) Total holding following this notification

    55,104 - MR PERELMAN ALSO HAS A TECHNICAL INTEREST IN 300,905 SHARES HELD   
   IN AN ESOP

16) Total percentage holding of issued class following this notification

    INSIGNIFICANT

     IF A DIRECTOR HAS BEEN GRANTED OPTIONS BY THE COMPANY PLEASE
                    COMPLETE THE FOLLOWING BOXES

17) Date of grant



18) Period during which or date on which exercisable



19) Total amount paid (if any) for grant of the option



20) Description of shares or debentures involved: class, number.



21) Exercise price (if fixed at time of grant) or indication that price
    is to be fixed at time of exercise



22) Total number of shares or debentures over which options held
    following this notification



23) Any additional information



24) Name of contact and telephone number for queries

    MRS TOWNSEND 0171 615 1111

25) Name and signature of authorised company official responsible for
    making this notification

    Date of Notification..  1 NOVEMBER 1999 ..........................


                                WHITBREAD PLC

On 1 November the Company was notified that a participant in the Long Term
Incentive Plan ('the Plan') of Whitbread PLC has exercised an award over 5,604
shares at 674p per share on 28 October.  The award was granted at nil cost.

Accordingly, the executive directors' technical interest in Whitbread PLC shares
held in the ESOP is reduced to an aggregate of 300,905 shares in the Company.

Enquiries:   Simon C Barrett
             Company Secretary