Holding(s) in Company

Whitbread PLC
18 June 2003

Letter to Whitbread Plc

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 36,374,147 ord GBP0.50 shares in the
296,011,640 share capital immediately after the time when the obligation of
disclosure arose pursuant to section 198 of the Act.  These shares represent a
beneficial interest of 6,247,699 shares (2.11%), and a non-beneficial interest
of 30,126,448 shares (10.18%).

The identity of each registered holder of the shares to which this notice
relates, so far as known to AXA Investment Managers UK Ltd, as at 17/06/03, is
as per the Appendix below.

This notification of change is due to an increase in the non-beneficial interest
holding from 9.94%% to 10.18%.

Letter from AXA Investment Managers


                        DISCLOSURE OF INTEREST IN SHARES OF
         APPENDIX - NOTICE UNDER SECTION 198 OF THE COMPANIES ACT 1985
                         Whitbread plc ord GBP0.50 shares

     Total number of shares held as at 17/06/03 was 36,374,147 the breakdown 
                             of which is set out below:     

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

AXA UK Investment Co ICVC        3,966      Trustees of AXA UK Investment Co ICVC     HSBC Global Custody Nominee       
                                                                                      (UK) Limited
UK Tracker Fund                             UK Tracker Fund                           a/c 845315
(Non-Beneficial) 


AXA UK Investment Co ICVC        3,051      Trustees of AXA UK Investment Co ICVC     Chase Nominees Ltd      
Global Distribution Fund                    Global Distribution Fund                  a/c 17336
(Non-Beneficial)
 
AXA UK Investment Co ICVC        6,796      Trustees of AXA UK Investment Co ICVC     Chase Nominees Ltd                
                                                                             
Global Growth Fund                          Global Growth Fund                        a/c 17260
(Non-Beneficial) 
                                                                     

Sun Life Pensions Management    75,000      Sun Life Pensions Management Ltd          HSBC Global Custody Nominee (UK)
Ltd                                                                                   Limited
A/c X                                                                                 a/c 867530
(Beneficial)

Sun Life Assurance Society   1,476,060      Sun Life Assurance Society Plc            HSBC Global Custody Nominee (UK)
Plc                                                                                   Limited
(Beneficial)                                                                          a/c 776934

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

Sun Life Unit Assurance Ltd    300,000      Sun Life Unit Assurance Ltd               HSBC Global Custody Nominee (UK)
A/c X                                                                                 Limited
(Beneficial)                                                                          a/c 867220

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

Sun Life Unit Assurance Ltd    529,741      Sun Life Unit Assurance Ltd               HSBC Global Custody Nominee (UK)
A/c X                                                                                 Limited
(Beneficial)                                                                          a/c 867050

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

Sun Life Pensions Management    27,667      Sun Life Pensions Management Ltd          BNY (OCS) Nominees Limited
Ltd 
(Beneficial)

AXA Colonia Konzem             283,589      (Registration details available
(Beneficial)                                upon request)

AXA Colonia Konzem               8,000      (Registration details available
(Non-Beneficial)                            upon request)

AXA Sun Life plc             2,552,396      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 Financial, Inc          29,810,140      Bernstein
(Non-Beneficial)                            

AXA Financial, Inc             194,068      Axa Rosenberg
(Non-Beneficial)                            

AXA Financial, Inc*            100,427      Alliance Capital Management LP -
(Non-Beneficial)                            See note below


                                                 
                                              Holding as % of Issued Capital

    Total Beneficial Interest   6,247,699                   2.11

Total Non-Beneficial Interest  30,126,448                  10.18 
                               ----------                  -----
                     Total     36,374,147                  12.29%
                               ==========                  =====

*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 of 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
organizations, 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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