Exhibit 14

                                  MANPOWER INC.

                       CODE OF BUSINESS CONDUCT AND ETHICS

                           (Adopted February 18, 2003)

I.    PURPOSE.

The purpose of this Code of Business Conduct and Ethics is to promote honest and
ethical conduct, focus the Board of Directors and management of Manpower Inc. on
areas of ethical risk, provide guidance to directors, officers and employees to
help them recognize and deal with ethical issues, provide mechanisms to report
unethical conduct and help to preserve the culture of honesty and accountability
at the Company.

II.   SCOPE AND ADMINISTRATION.

This Code applies to all directors, officers and employees of the Company and
its domestic and foreign subsidiaries (each a "Covered Person"). This Code will
be administered and interpreted by the Company's compliance officer, Michael J.
Lynch. The compliance officer is authorized to formulate and implement rules,
procedures and educational programs designed to promote the effectiveness of
this Code and respond to questions concerning this Code and its application to
specific situations. The Company's compliance officer will report as necessary
to the Audit Committee of the Board of Directors regarding compliance by
officers and employees with this Code and the Nominating and Governance
Committee of the Board of Directors regarding compliance by non-management
directors with this Code, but in each case no less frequently than annually. If
questions exist with respect to this Code, they should be referred to the
Company's compliance officer at the earliest possible time.

III.  CONFLICTS OF INTEREST.

Except with the prior knowledge and consent of the Company, no Covered Person
will have a "conflict of interest" with the Company. A conflict of interest
occurs when a Covered Person's private interest interferes in any way - or even
appears to interfere - with the interests of the Company as a whole. The
following list will serve as a guide to the types of transactions and
relationships that might cause a conflict of interest and that should be
considered as covered by this Code:

      A. Actions taken by a Covered Person or interests that a Covered Person
has that may make it difficult to perform his or her work for the Company
objectively and effectively.

      B. Ownership by a Covered Person or any member of his or her family of a
substantial financial interest in any outside concern that either does a
material amount of business, from the standpoint of either party, with the
Company or any subsidiary or affiliate, whether as a supplier, dealer, or
customer, or is a competitor of the Company or any subsidiary or affiliate.

      C. Substantial management control by a Covered Person or any member of his
or her family of any outside concern that either does a material amount of
business, from the standpoint

of either party, with the Company or any subsidiary or affiliate, whether as a
supplier, dealer, or customer, or is a competitor of the Company or any
subsidiary or affiliate.

      D. Performance by a Covered Person of services to any outside concern or
individual that either does a material amount of business, from the standpoint
of either party, with the Company or any subsidiary or affiliate, whether as a
supplier, dealer or customer, or is a competitor of the Company or any
subsidiary or affiliate.

      E. Representation of the Company by a Covered Person in any transaction in
which the Covered Person or any member of his or her family has a substantial
interest.

      F. Acceptance by a Covered Person or any member of his or her family of
improper personal benefits as a result of the Covered Person's position in the
Company, such as gifts of more than token value, loans to, or guarantees of
obligations of, the Covered Person or any member of his or her family (other
than from established banking or financial institutions), excessive
entertainment, or other substantial favors from any outside concern or
individual which does or is seeking to do business with, or is a competitor of,
the Company or any subsidiary or affiliate.

      G. Disclosure or use of confidential information for the personal profit
or advantage of the Covered Person or anyone else.

      The foregoing list is only a guide to assist Covered Persons in
identifying potential conflicts of interest. The existence of a conflict of
interest can be determined only upon review of the particular circumstances in
the context of the Covered Person's activities within the Company. Therefore,
Covered Persons are required to report promptly to the Company's compliance
officer (or to the Chairman of the Audit Committee or the Nominating and
Governance Committee of the Board of Directors to the extent a matter seems to
involve the compliance officer) any material transaction or relationship of
which they have knowledge that reasonably could be expected to give rise to such
a conflict of interest.

      For purposes of this Code, the term "family" will be deemed to include a
Covered Person's spouse, parents, grandparents, children, grandchildren,
siblings, mothers and fathers-in-law, sons and daughters-in-law and brothers and
sisters-in-law.

IV. CORPORATE OPPORTUNITIES.

Covered Persons are expected to perform their duties in a manner that advances
the Company's legitimate interests. Covered Persons are prohibited from:

      A. Taking for themselves personally opportunities that are discovered
through the use of the Company's property or information or through their
position with the Company;

      B. Using the Company's property or information or their position with the
Company for their own personal gain; and

      C. Competing with the Company.


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V. CONFIDENTIALITY.

Trade secrets and other proprietary information of the Company and its customers
and suppliers, employee data, information about the Company's customers and
suppliers, and all other non-public information that might be of use to the
Company's competitors or harmful to the Company or its customers, if disclosed,
is confidential information. Confidential information should be protected by all
Covered Persons and, except to the extent legally required or specifically
authorized by an appropriate representative of the Company, should not be
disclosed to persons inside or outside the Company who do not have a legitimate,
work-related need to know such information. The loss of this information through
inadvertent or improper disclosure could be harmful to the Company and its
customers and suppliers.

VI. FAIR DEALING.

Covered Persons will not engage in unfair or illegal trade practices. Covered
Persons are expected to deal fairly with the Company's customers, suppliers,
competitors and employees, and to win or award business based on excellence of
service and competitive pricing, not through unethical or questionable business
practices. No Covered Person will take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice.

VII. PROTECTION AND PROPER USE OF COMPANY ASSETS.

All Covered Persons are expected to protect and help to ensure the efficient use
of the Company's assets, including trade secrets, proprietary information,
equipment and other property created, obtained or compiled by or on behalf of,
or during the Covered Person's employment with, the Company. All Company assets
should be used for a legitimate business purpose. The misuse or removal from
Company facilities of Company assets is prohibited, unless specifically
authorized by an appropriate representative of the Company. Theft, carelessness
and waste of Company assets have a direct impact on the Company's financial
condition and results of operations.

VIII. COMPLIANCE WITH LAWS, RULES AND REGULATIONS.

The activities of the Company must always be in full compliance with all laws,
rules and regulations of the jurisdictions in which the Company conducts its
business. The Company expects all Covered Persons to follow the spirit as well
as the letter of the law. In addition, Covered Persons are expected to fully
comply with the Company's Statement of Policy on Securities Trading.

IX. PUBLIC FILINGS AND COMMUNICATIONS.

The Company's chief executive officer and chief financial officer are ultimately
responsible for promoting full, fair, accurate, timely and understandable
disclosure in the reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in other public communications
made by the Company ("Reports"). However, to the extent requested to provide
information to be included in, or to participate in the preparation of, Reports,
Covered Persons, including the Company's controller and principal accounting
officer, are responsible for providing such information and in preparing such
Reports in a manner that will help to ensure


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the full, fair, accurate, timely and understandable disclosure of such
information in the Reports. Covered Persons are expected to report concerns
regarding questionable accounting or auditing matters.

X. REPORTING VIOLATIONS.

The Company is committed to supporting Covered Persons in meeting the ethical
standards of conduct set forth in this Code and expects all Covered Persons to
uphold these standards. Covered Persons are encouraged to talk to supervisors,
managers or the compliance officer when in doubt about the best course of action
in a particular situation. If a Covered Person becomes aware of anything that
occurs which could in any way be construed as a fraudulent or illegal act or
otherwise in violation of this Code, the Covered Person is responsible for
reporting such occurrence by contacting the Manpower [ALERTLINE] at
1-800-___-____ or the compliance officer at the earliest possible time. If any
such violation seems to involve the compliance officer, the matter should be
reported to the Chairman of the Audit Committee or Nominating and Governance
Committee of the Board of Directors, as appropriate.

Covered Persons are expected to cooperate in internal investigations of actual
or apparent violations of this Code. To the fullest extent possible, efforts
will be made to keep confidential the identity of any Covered Person who reports
a violation. It is also the Company's policy to prohibit retaliation against
Covered Persons who report actual or apparent violations of this Code in good
faith. However, Covered Persons who have participated in the wrongdoing or
knowingly or recklessly provided false information may be subject to corrective
action, up to, and including, dismissal.

XI. PENALTIES FOR VIOLATIONS.

Violations of this Code or failure to cooperate with an internal investigation
of an actual or apparent violation of this Code may constitute grounds for
corrective action, up to, and including, immediate dismissal.

XII. COMPLIANCE REPORTING

In order to help ensure compliance with this Code, each of the following
individuals will be required to complete and return a compliance report and
certification on an annual basis:

      A.    Directors,

      B.    Executive officers,

      C.    Officers located in the United States,

      D.    Covered Persons who are required to complete the report and
            certification under the Company's Foreign Corrupt Practices Act
            Policy (the "Policy"), including (a) country managers, (b) finance
            directors in regions and countries designated by the compliance
            officer in accordance with the Policy, (c) headquarters staff with
            international responsibility, and (d) personnel with responsibility
            for accounts with, or subject to approval by, foreign governments,
            agencies or instrumentalities as designated by the compliance
            officer in accordance with the Policy, and


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      E.    Other Covered Persons with positions or responsibilities similar to
            those listed above who are designated by the Company's compliance
            officer from time to time.

XIII. WAIVER.

Any waiver of the provisions of this Code for non-management directors of the
Company may be made only by the Board of Directors or the Nominating and
Governance Committee of the Board of Directors. Any waiver of the provisions of
this Code for executive officers of the Company may be made only by the Board of
Directors or the Audit Committee of the Board of Directors. Any other waiver of
the provisions of this Code may be made by the Company's chief executive
officer, in consultation with the Company's compliance officer. Any waivers
granted to directors or executive officers of the Company will be promptly
disclosed to the Company's shareholders.


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