Frthr Response to DTI Stmnt.

WHITBREAD PLC
15 July 1999


            Whitbread - further response to DTI statement

In the light of the Secretary of State for Trade and Industry's referral of
the proposed Whitbread acquisition of Allied Domecq Retailing to the
Competition Commission, the Board of Whitbread announces that it will not
proceed with the transaction or therefore with the inquiry.

The Board has taken into account the following matters in coming to its
decision:-

-       its responsibility for maintaining operational momentum within        
        Whitbread's existing businesses, and 

-       the conflict between this responsibility and the commercial effects on
        both the Whitbread and the Allied Domecq businesses of the long delay 
        imposed by the Secretary of State's decision to refer the Whitbread   
        offer to the Competition Commission.

Sir Michael Angus, Chairman, commented:

'The Board acknowledges the right of the Secretary of State to refer the
Whitbread offer for Allied Domecq Retailing to the Competition Commission. 
However, it has serious concerns about the implications for competition policy
which arise from this decision.

'The Board requests the regulatory authorities to clarify the standing of the
Beer Orders as a matter of urgency and to address the market power issues
presented by the proposed acquisition of Allied Domecq Retailing by the Bass /
Punch consortium.'