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)

              ____________________________________

         STOCK OPTION AGREEMENT BETWEEN JOHN R. WALTER
     AND MANPOWER INC. DATED AS OF APRIL 26, 1999
              ____________________________________

                     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
Title of            Amount        maximum          maximum         Amount of
securities to       to be         offering         aggregate      registration
be registered     registered   price per share   offering price       fee

Common Stock,
 .01 par value       175,000     $22.6875(1)       $3,970,312.50   $1,103.75(1)

(1)  The  registration  fee is 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.

<PAGE>
                            PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

       The  following  documents  are  incorporated  by reference in this
       Registration Statement:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1998.

      (b)  The Registrant's Quarterly Report on Form 10-Q for
           the quarter ended March 31, 1999.

      (c)  The Registrant's Current Report on Form 8-K for
           the period ended April 26, 1999.

      (d)   The  description  of  the  Registrant's
            common   stock   contained  in  the   Registrant's
            Registration Statement pursuant to Section  12  of
            the  Securities Exchange Act of 1934,  as  amended
            (the  "Exchange Act"), including any amendment  or
            report  filed  for  the purpose of  updating  such
            description.

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange  Act  prior to the filing of a  post-effective
amendment which indicates that all shares offered  have
been  sold  or  which deregisters all  securities  then
remaining  unsold,  shall  be  deemed  incorporated  by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

      The  validity of the issuance of the common stock
offered  hereby will be passed upon by Godfrey &  Kahn,
S.C., Milwaukee, Wisconsin.  Mr. Dudley J. Godfrey, Jr.
is   a   director  of  the  Registrant  and  a   Senior
Shareholder  in  Godfrey & Kahn, S.C., counsel  to  the
Registrant.

Item 6.  Indemnification of Directors and Officers

      Sections  180.0850 to 180.0859 of  the  Wisconsin
Statutes   require  a  corporation  to  indemnify   any
director  or  officer who is a party to any threatened,
pending or completed civil, criminal, administrative or
investigative  action,  suit,  arbitration   or   other
proceeding, whether formal or informal, which  involves
foreign,  federal,  state or local  law  and  which  is
brought by or in the right of the corporation or by any
other  person.  A corporation's obligation to indemnify
any  such  person includes the obligation  to  pay  any
judgment,  settlement, penalty, assessment,  forfeiture
or fine, including any excise tax assessed with respect
to   an  employee  benefit  plan,  and  all  reasonable
expenses including fees, costs, charges, disbursements,
attorney's and other expenses except in those cases  in
which  liability was incurred as a result of the breach
or  failure  to  perform a duty which the  director  or
officer  owes  to  the corporation and  the  breach  or
failure  to perform constitutes:  (i) a willful failure
to deal fairly with the corporation or its shareholders
in  connection with a matter in which the  director  or
officer  has  a material conflict of interest;  (ii)  a
violation  of  criminal  law,  unless  the  person  has
reasonable cause to believe his conduct was  lawful  or
had  no  reasonable cause to believe  his  conduct  was
unlawful;  (iii)  a transaction from which  the  person
derived  an  improper personal profit; or (iv)  willful
misconduct.

      Unless  otherwise  provided  in  a  corporation's
articles  of  incorporation or by-laws  or  by  written
agreement,    an    officer   or    director    seeking
indemnification  is  entitled  to  indemnification   if
approved  in  any  of the following  manners:   (i)  by
majority vote of a disinterested quorum of the board of
directors, or if such quorum of disinterested directors
cannot  be  obtained, by a majority vote of a committee
of   two  or  more  disinterested  directors;  (ii)  by
independent  legal counsel; (iii) by a panel  of  three
arbitrators;  (iv) by affirmative vote of shareholders;
(v)  by a court; or (vi) with respect to any additional
right  to  indemnification granted by any other  method
permitted   in   Section  180.0858  of  the   Wisconsin
Statutes.

      Reasonable  expenses incurred by  a  director  or
officer  who  is  a  party  to  a  proceeding  may   be
reimbursed  by  a  corporation  at  such  time  as  the
director   or  officer  furnishes  to  the  corporation
written  affirmation of his good faith belief  that  he
has not breached or failed to perform his duties and  a
written undertaking to repay any amounts advanced if it
is  determined that indemnification by the  corporation
is not required.

<PAGE>
       The   indemnification  provisions  of   Sections
180.0850  to 180.0859 are not exclusive.  A corporation
may   expand  an  officer's  or  director's  right   to
indemnification (i) in its articles of incorporation or
by-laws; (ii) by written agreement between the director
or  officer and the corporation; (iii) by resolution of
its  board  of  directors; or (iv) by resolution  of  a
majority of all of the corporation's voting shares then
issued and outstanding.

      As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely  track the statutory indemnification provisions
with certain exceptions.  In particular, Article VII of
the  Company's By-Laws provides (i) that an  individual
shall  be  indemnified unless it is proven by  a  final
judicial    adjudication   that   indemnification    is
prohibited,  and  (ii)  payment  or  reimbursement   of
expenses,  subject  to  certain  limitations,  will  be
mandatory rather than permissive.

     The Company's officers and directors currently are
covered by officers' and directors' liability insurance.

Item 8.  Exhibits

          4     Stock Option Agreement between John  R. Walter
                and Manpower Inc. dated as  of  April 26, 1999

          5     Opinion of Godfrey & Kahn, S.C.

          23.1  Consent of Arthur Andersen LLP

          23.2  Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

          24   Powers of Attorney


Item 9.  Undertakings *

     The Registrant hereby undertakes:

     (a)   (1)   To  file, during any period  in  which
     offers  or  sales are being made, a post-effective
     amendment   to  this  Registration  Statement   to
     include  any material information with respect  to
     the  plan of distribution not previously disclosed
     in  the  Registration Statement  or  any  material
     change  to  such  information in the  Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability  under the Securities Act  of  1933,  as
     amended  (the "Securities Act"), each  such  post-
     effective amendment shall be deemed to  be  a  new
     registration statement relating to the  securities
     offered   therein,  and  the  offering   of   such
     securities at that time shall be deemed to be  the
     initial bona fide offering thereof.

           (3)  To remove from registration by means of
     a  post-effective amendment any of the  securities
     being  registered  which  remain  unsold  at   the
     termination of the offering.

     (b)   (4)   That, for purposes of determining  any
     liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Exchange Act that is
     incorporated  by  reference  in  the  Registration
     Statement shall be deemed to be a new registration
     statement  relating  to  the  securities   offered
     therein,  and  the offering of such securities  at
     that  time shall be deemed to be the initial  bona
     fide offering thereof.

     (h)    (5)    Insofar   as   indemnification   for
     liabilities arising under the Securities  Act  may
     be    permitted   to   directors,   officers   and
     controlling persons of the Registrant pursuant  to

<PAGE>

     the   provisions   described   in   Item   6    of
     this  Registration  Statement  or  otherwise,  the
     Registrant has been advised that in the opinion of
     the   Securities  and  Exchange  Commission   such
     indemnification  is  against  public   policy   as
     expressed in the Securities Act and is, therefore,
     unenforceable.   In the event  that  a  claim  for
     indemnification  against such  liabilities  (other
     than  the  payment by the Registrant  of  expenses
     incurred  or  paid  by  a  director,  officer   or
     controlling  person  of  the  Registrant  in   the
     successful   defense  of  any  action,   suit   or
     proceeding) is asserted by such director,  officer
     or  controlling  person  in  connection  with  the
     securities being registered, the Registrant  will,
     unless  in  the opinion of its counsel the  matter
     has  been settled by controlling precedent, submit
     to   a  court  of  appropriate  jurisdiction   the
     question  whether such indemnification  by  it  is
     against   public  policy  as  expressed   in   the
     Securities Act and will be governed by  the  final
     adjudication of such issue.



     *  Paragraphs correspond to Item 512 of Regulation S-K.

<PAGE>


                           SIGNATURES

     Pursuant to the requirements of the Securities Act
of  1933, as amended, 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,  as amended, 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, Chief Executive Officer    July 2, 1999
Jeffrey A. Joerres          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.

<PAGE>

                     EXHIBIT INDEX

Exhibits

4    Stock Option Agreement between John R. Walter and
     Manpower Inc. dated as of April 26, 1999

5    Opinion of Godfrey & Kahn, S.C.

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

24   Powers of Attorney
[{"type": "S-8", "sequence": "1", "description": "S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 13733}]
{"company-data": {"conformed-name": "MANPOWER INC /WI/", "cik": "0000871763", "assigned-sic": "7363", "irs-number": "391672779", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-82457", "film-number": "99660670"}, "business-address": {"street1": "5301 N IRONWOOD RD", "city": "MILWAUKEE", "state": "WI", "zip": "53217", "phone": "4149611000"}}
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)

              ____________________________________

         STOCK OPTION AGREEMENT BETWEEN JOHN R. WALTER
     AND MANPOWER INC. DATED AS OF APRIL 26, 1999
              ____________________________________

                     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
Title of            Amount        maximum          maximum         Amount of
securities to       to be         offering         aggregate      registration
be registered     registered   price per share   offering price       fee

Common Stock,
 .01 par value       175,000     $22.6875(1)       $3,970,312.50   $1,103.75(1)

(1)  The  registration  fee is 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.
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

       The  following  documents  are  incorporated  by reference in this
       Registration Statement:

      (a)  The Registrant's Annual Report on Form 10-K for the fiscal
           year ended December 31, 1998.

      (b)  The Registrant's Quarterly Report on Form 10-Q for
           the quarter ended March 31, 1999.

      (c)  The Registrant's Current Report on Form 8-K for
           the period ended April 26, 1999.

      (d)   The  description  of  the  Registrant's
            common   stock   contained  in  the   Registrant's
            Registration Statement pursuant to Section  12  of
            the  Securities Exchange Act of 1934,  as  amended
            (the  "Exchange Act"), including any amendment  or
            report  filed  for  the purpose of  updating  such
            description.

     All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange  Act  prior to the filing of a  post-effective
amendment which indicates that all shares offered  have
been  sold  or  which deregisters all  securities  then
remaining  unsold,  shall  be  deemed  incorporated  by
reference in this Registration Statement and to be part
hereof from the date of filing of such documents.

Item 5.  Interests of Named Experts and Counsel

      The  validity of the issuance of the common stock
offered  hereby will be passed upon by Godfrey &  Kahn,
S.C., Milwaukee, Wisconsin.  Mr. Dudley J. Godfrey, Jr.
is   a   director  of  the  Registrant  and  a   Senior
Shareholder  in  Godfrey & Kahn, S.C., counsel  to  the
Registrant.

Item 6.  Indemnification of Directors and Officers

      Sections  180.0850 to 180.0859 of  the  Wisconsin
Statutes   require  a  corporation  to  indemnify   any
director  or  officer who is a party to any threatened,
pending or completed civil, criminal, administrative or
investigative  action,  suit,  arbitration   or   other
proceeding, whether formal or informal, which  involves
foreign,  federal,  state or local  law  and  which  is
brought by or in the right of the corporation or by any
other  person.  A corporation's obligation to indemnify
any  such  person includes the obligation  to  pay  any
judgment,  settlement, penalty, assessment,  forfeiture
or fine, including any excise tax assessed with respect
to   an  employee  benefit  plan,  and  all  reasonable
expenses including fees, costs, charges, disbursements,
attorney's and other expenses except in those cases  in
which  liability was incurred as a result of the breach
or  failure  to  perform a duty which the  director  or
officer  owes  to  the corporation and  the  breach  or
failure  to perform constitutes:  (i) a willful failure
to deal fairly with the corporation or its shareholders
in  connection with a matter in which the  director  or
officer  has  a material conflict of interest;  (ii)  a
violation  of  criminal  law,  unless  the  person  has
reasonable cause to believe his conduct was  lawful  or
had  no  reasonable cause to believe  his  conduct  was
unlawful;  (iii)  a transaction from which  the  person
derived  an  improper personal profit; or (iv)  willful
misconduct.

      Unless  otherwise  provided  in  a  corporation's
articles  of  incorporation or by-laws  or  by  written
agreement,    an    officer   or    director    seeking
indemnification  is  entitled  to  indemnification   if
approved  in  any  of the following  manners:   (i)  by
majority vote of a disinterested quorum of the board of
directors, or if such quorum of disinterested directors
cannot  be  obtained, by a majority vote of a committee
of   two  or  more  disinterested  directors;  (ii)  by
independent  legal counsel; (iii) by a panel  of  three
arbitrators;  (iv) by affirmative vote of shareholders;
(v)  by a court; or (vi) with respect to any additional
right  to  indemnification granted by any other  method
permitted   in   Section  180.0858  of  the   Wisconsin
Statutes.

      Reasonable  expenses incurred by  a  director  or
officer  who  is  a  party  to  a  proceeding  may   be
reimbursed  by  a  corporation  at  such  time  as  the
director   or  officer  furnishes  to  the  corporation
written  affirmation of his good faith belief  that  he
has not breached or failed to perform his duties and  a
written undertaking to repay any amounts advanced if it
is  determined that indemnification by the  corporation
is not required.
The   indemnification  provisions  of   Sections
180.0850  to 180.0859 are not exclusive.  A corporation
may   expand  an  officer's  or  director's  right   to
indemnification (i) in its articles of incorporation or
by-laws; (ii) by written agreement between the director
or  officer and the corporation; (iii) by resolution of
its  board  of  directors; or (iv) by resolution  of  a
majority of all of the corporation's voting shares then
issued and outstanding.

      As permitted by Section 180.0858, the Company has
adopted indemnification provisions in its By-Laws which
closely  track the statutory indemnification provisions
with certain exceptions.  In particular, Article VII of
the  Company's By-Laws provides (i) that an  individual
shall  be  indemnified unless it is proven by  a  final
judicial    adjudication   that   indemnification    is
prohibited,  and  (ii)  payment  or  reimbursement   of
expenses,  subject  to  certain  limitations,  will  be
mandatory rather than permissive.

     The Company's officers and directors currently are
covered by officers' and directors' liability insurance.

Item 8.  Exhibits

          4     Stock Option Agreement between John  R. Walter
                and Manpower Inc. dated as  of  April 26, 1999

          5     Opinion of Godfrey & Kahn, S.C.

          23.1  Consent of Arthur Andersen LLP

          23.2  Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

          24   Powers of Attorney

Item 9.  Undertakings *

     The Registrant hereby undertakes:

     (a)   (1)   To  file, during any period  in  which
     offers  or  sales are being made, a post-effective
     amendment   to  this  Registration  Statement   to
     include  any material information with respect  to
     the  plan of distribution not previously disclosed
     in  the  Registration Statement  or  any  material
     change  to  such  information in the  Registration
     Statement.

          (2)  That, for the purpose of determining any
     liability  under the Securities Act  of  1933,  as
     amended  (the "Securities Act"), each  such  post-
     effective amendment shall be deemed to  be  a  new
     registration statement relating to the  securities
     offered   therein,  and  the  offering   of   such
     securities at that time shall be deemed to be  the
     initial bona fide offering thereof.

           (3)  To remove from registration by means of
     a  post-effective amendment any of the  securities
     being  registered  which  remain  unsold  at   the
     termination of the offering.

     (b)   (4)   That, for purposes of determining  any
     liability under the Securities Act, each filing of
     the Registrant's annual report pursuant to Section
     13(a) or Section 15(d) of the Exchange Act that is
     incorporated  by  reference  in  the  Registration
     Statement shall be deemed to be a new registration
     statement  relating  to  the  securities   offered
     therein,  and  the offering of such securities  at
     that  time shall be deemed to be the initial  bona
     fide offering thereof.

     (h)    (5)    Insofar   as   indemnification   for
     liabilities arising under the Securities  Act  may
     be    permitted   to   directors,   officers   and
     controlling persons of the Registrant pursuant  to
the   provisions   described   in   Item   6    of
     this  Registration  Statement  or  otherwise,  the
     Registrant has been advised that in the opinion of
     the   Securities  and  Exchange  Commission   such
     indemnification  is  against  public   policy   as
     expressed in the Securities Act and is, therefore,
     unenforceable.   In the event  that  a  claim  for
     indemnification  against such  liabilities  (other
     than  the  payment by the Registrant  of  expenses
     incurred  or  paid  by  a  director,  officer   or
     controlling  person  of  the  Registrant  in   the
     successful   defense  of  any  action,   suit   or
     proceeding) is asserted by such director,  officer
     or  controlling  person  in  connection  with  the
     securities being registered, the Registrant  will,
     unless  in  the opinion of its counsel the  matter
     has  been settled by controlling precedent, submit
     to   a  court  of  appropriate  jurisdiction   the
     question  whether such indemnification  by  it  is
     against   public  policy  as  expressed   in   the
     Securities Act and will be governed by  the  final
     adjudication of such issue.

     *  Paragraphs correspond to Item 512 of Regulation S-K.
SIGNATURES

     Pursuant to the requirements of the Securities Act
of  1933, as amended, 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,  as amended, 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, Chief Executive Officer    July 2, 1999
Jeffrey A. Joerres          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.
EXHIBIT INDEX

Exhibits

4    Stock Option Agreement between John R. Walter and
     Manpower Inc. dated as of April 26, 1999

5    Opinion of Godfrey & Kahn, S.C.

23.1 Consent of Arthur Andersen LLP

23.2 Consent of Godfrey & Kahn, S.C. (included in Exhibit 5)

24   Powers of Attorney