S-8

As filed with the Securities and Exchange Commission on July 8, 1999

                                  Registration No. 333-__________

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                            FORM S-8
                     REGISTRATION STATEMENT
                             Under
                   The Securities Act of 1933

                         MANPOWER INC.
       (Exact Name of Registrant as Specified in Charter)

        Wisconsin                             39-1672779
 (State of Incorporation)        (I.R.S. Employer Identification No.)

 5301 North Ironwood Road
   Milwaukee, Wisconsin                         53217
(Address of Principal Executive Offices)      (Zip Code)
         ____________________________________

 1994 EXECUTIVE STOCK OPTION AND RESTRICTED STOCK PLAN
         ____________________________________

                     Michael J. Van Handel
                         Manpower Inc.
                    5301 North Ironwood Road
                   Milwaukee, Wisconsin 53217
                         (414) 961-1000
(Name, address and telephone number, including area code, of agent
 for service)

                         With copies to:
                        Scott A. Moehrke
                      Godfrey & Kahn, S.C.
                     780 North Water Street
                  Milwaukee, Wisconsin  53202
                         (414) 273-3500

                  CALCULATION  OF REGISTRATION  FEE

                                    Proposed      Proposed
                                    Maximum       Maxumim         Amount
Title of Securities    Amount       Offering      Aggregate         of
    to be               to be        Price        Offering     Registration
  Registered         Registered     Per Unit       Price            Fee

Common Stock,
$.01 par value       2,000,000      $22.6875(1)    $45,375,000   $12,614.25(1)

 (1) Registration fee calculated pursuant to Rule
     457(c) under the Securities Act of 1933, as
     amended.  The registration fee is based on the
     average of the high and low price of a share of
     Manpower Inc. common stock on July 1, 1999 on the
     New York Stock Exchange as reported in the Midwest
     Edition of The Wall Street Journal on July 2,
     1999.



                    INCORPORATION OF CERTAIN
                    INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant  to
General  Instruction E to Form S-8 under the Securities
Act  of  1933,  as  amended.  The  information  in  the
Registration  Statement on Form S-8 filed  by  Manpower
Inc.  (Registration  No.  33-84736)  pursuant  to   the
Securities Act of 1933, as amended, on October 5, 1994,
including  the exhibits, is incorporated  by  reference
into this Registration Statement.



Exhibits


5.1  Opinion of Godfrey & Kahn, S.C.

23.1 Consent  of  Godfrey  & Kahn,  S.C.  (included in Exhibit 5.1)

23.2 Consent of Arthur Andersen LLP

24.1 Powers of Attorney




                           SIGNATURES

     Pursuant to the requirements of the Securities Act
of   1933,  the  Registrant  certifies  that   it   has
reasonable grounds to believe that it meets all of  the
requirements for filing on Form S-8 and has duly caused
this  Registration Statement to be signed on its behalf
by  the undersigned, thereunto duly authorized, in  the
City of Milwaukee, State of Wisconsin, on July 2, 1999.

                              MANPOWER INC.


                                By:  /s/Jeffrey  A. Joerres
                                     Jeffrey  A.  Joerres, President and
                                     Chief Executive Officer


     Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed by
the  following  persons in the capacities  and  on  the
dates indicated.

     Signature                 Title                              Date


/s/Jeffrey A.Joerres        President and Chief Executive    July 2, 1999
Jeffrey A. Joerres          Officer and a Director
                            (Principal Executive Officer)

/s/Michael J. Van Handel    Senior Vice President-Chief      July 2, 1999
Michael J. Van  Handel      Financial Officer, Treasurer
                            and Secretary (Principal Financial
                            Officer and Principal Accounting
                            Officer)


Directors:  John R. Walter, Dudley J. Godfrey, Jr., Marvin B. Goodman,
            J. Ira  Harris, Terry A. Hueneke, Newton N. Minow, Gilbert
            Palay and Dennis Stevenson


By: /s/Michael J. Van Handel                                 July 2, 1999
    Michael J. Van Handel
    Attorney-In-Fact*

*Pursuant  to authority granted by powers of  attorney, copies of which
 are filed herewith.

EX-5.1

                  Godfrey & Kahn, S.C.
                 780 North Water Street
               Milwaukee, Wisconsin 53202
                  Phone (414) 273-3500
                   Fax (414) 273-5198


                     July 8, 1999



Manpower Inc.
5301 North Ironwood Road
Milwaukee, WI  53217

Ladies and Gentlemen:

     We have acted as your counsel in connection with
the offer by Manpower Inc., a Wisconsin corporation
(the "Company"), of up to 2,000,000 shares of common
stock, $.01 par value (the "Shares").  The Shares are
to be issued pursuant to the 1994 Executive Stock
Option and Restricted Stock Plan of Manpower Inc. (the
"Plan") as described in the Company's Prospectus (the
"Prospectus"), including all amendments and supplements
thereto, which relates to the Company's Registration
Statement on Form S-8, to be filed with the Securities
and Exchange Commission on or about July 7, 1999 (the
"Registration Statement").

     We have examined:  (a) the Prospectus and the
Registration Statement, (b) the Company's Amended and
Restated Articles of Incorporation and Amended and
Restated By-Laws, (c) certain resolutions of the
Company's Board of Directors, and (d) such other
proceedings, documents and records as we have deemed
necessary to enable us to render this opinion.

     Based on the foregoing, we are of the opinion that
the Shares are duly authorized and, upon issuance in
accordance with the terms of the Plan, will be validly
issued, fully paid and nonassessable, subject to
Section 180.0622(2)(b) of the Wisconsin Statutes, or
any successor provision.  Section 180.0622(2)(b) of the
Wisconsin Statutes provides that shareholders of a
corporation may be assessed up to the par value of
their shares to satisfy the obligations of such
corporation to its employees for services rendered, but
not exceeding six months service in the case of any
individual employee.  Certain Wisconsin courts have
interpreted "par value" to mean the full amount paid by
the purchaser of shares upon issuance thereof.

     We consent to the use of this opinion as an
exhibit to the Registration Statement.  In giving this
consent, however, we do not admit that we are "experts"
within the meaning of Section 11 of the Securities Act
of 1933, as amended, or within the category of persons
whose consent is required by Section 7 of said Act.

                                Very truly yours,

                                /s/Godfrey & Kahn, S.C.

                                GODFREY & KAHN, S.C.

EX-23.2

                    ARTHUR ANDERSEN LLP


       CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to
the use of our reports (and to all references to our firm)
included in or made a part of this Registration Statement
on Form S-8 of Manpower Inc.
                                   /s/Arthur Anderson LLP

                                   ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
July 2, 1999

EX-24.1

                   POWER OF ATTORNEY


     Each of the undersigned directors of Manpower Inc.
(the "Company") hereby constitutes and appoints Jeffrey
A. Joerres and Michael J. Van Handel, and each of them,
the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and
resubstitution, for the undersigned and in the
undersigned's name, place and stead, in any and all
capacities, to sign for the undersigned and in the
undersigned's name in the capacity as a director of the
Company the Registration Statement on Form S-8 relating
to the Company's 1994 Executive Stock Option and
Restricted Stock Plan and any and all amendments
(including post-effective amendments) and/or
supplements thereto, and to file the same, with all
exhibits thereto, other documents in connection
therewith, and any amendments to any of the foregoing,
with the Securities and Exchange Commission and any
other regulatory authority, granting unto said attorney-
in-fact and agent full power and authority to do and
perform each and every act and thing requisite and
necessary to be done in and about the premises, as
fully and to all intents and purposes as the
undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact
and agent, or the undersigned's substitute, may
lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have each
executed this Power of Attorney, on one or more
counterparts, as of this 23rd day of June, 1999.



/s/John R. Walter                  /s/Dudley J. Godfrey, Jr.
John R. Walter                     Dudley J. Godfrey, Jr.


/s/Marvin B. Goodman               /s/J. Ira Harris
Marvin B. Goodman                  J. Ira Harris


/s/Terry A. Hueneke                /s/Newton N. Minow
Terry A. Hueneke                   Newton N. Minow


/s/Gilbert Palay                   /s/Dennis Stevenson
Gilbert Palay                      Dennis Stevenson


/s/Jeffrey A. Joerres
Jeffrey A. Joerres