1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934: For the fiscal year ended December 31, 19961999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File No. 1-10686

MANPOWER INC.
(Exact name of registrant as specified in its charter)

WISCONSIN 39-1672779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

5301 NORTH IRONWOOD ROAD
MILWAUKEE, WISCONSIN 53217
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (414) 961-1000

Securities registered pursuant to Section 12(b) of the Act:
Name of Exchange on
Title of each class which registered
------------------- ----------------
Common Stock, $.01 par value New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No

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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting stock held by nonaffiliates of
the registrant was $3,094,502,451$2,378,207,054 as of February 25, 1997.22, 2000. As of February 25, 1997,22,
2000, there were 81,703,03576,255,136 of the registrant's shares of common stock
outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Part I and Part II incorporate information by reference to the Annual
Report to Shareholders for the fiscal year ended December 31, 1996.1999. Part III is
incorporated by reference from the Proxy Statement for the Annual Meeting of
Shareholders to be held on April 28, 1997.17, 2000.
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PART I

ITEM 1. BUSINESS

Introduction and History

Manpower Inc. (the "Company") is the largesta leading non-governmental employment
services organization, in the world,1 with over 2,500almost 3,400 offices in 4352 countries. The Company's
largest operations, based on revenues, are located in the United States, France
and the United Kingdom. The Company is primarily
engaged inprovides a variety of staffing and workforce
management services and solutions, including temporary help,staffing services,
contract services and training and testing of temporary and permanent workers.
The Company provides employment services to a wide variety of customers, none of
which individually comprise a significant portion of revenues within a given
geographic region or for the Company as a whole. Unless the context requires
otherwise, references to the Company include its subsidiaries.

The Company was organized in 1991 as a holding company to acquire
Manpower PLC, which indirectly owned Manpower International Inc. ("Manpower").
Manpower subsequently renamed
Manpower Wisconsin Inc., was the primary operating subsidiary of the Company until June 30,
1996, when it was merged into the Company. The predecessor of Manpower was
organized in 1948 and its shares were listed on the New York Stock Exchange (the
"NYSE") in 1962.

The Company's principal executive offices are located at 5301 North
Ironwood Road, Milwaukee, Wisconsin 53217 (telephone: 414-961-1000).

THE COMPANY'S OPERATIONS

- MANPOWER

United States

In the United States, the Company's operations are carried out through
both branch (i.e., Company-owned) and franchise offices. The Company had 653714
branch and 458448 franchise offices in the United States at December 31, 1996.1999. The
Company provides a number of central support services to its branches and
franchises which enable it to maintain consistent service quality throughout the
United States regardless of whether an office is a branch or franchise. The
Company has developed a comprehensive system of assessment/selection, training
and quality assurance for its temporary helpstaffing operations. All
assessment/selection, training and support materials are designed and produced
by the Company for both branches and franchises. In addition, the Company
conducts a series of training classes for all employees of both branches and
franchises, including training classes for service representatives and branch
managers, at its Milwaukee headquarters.franchises. The Company provides customer invoicing and payroll processing of
its temporary employees for all branch offices and virtually alla majority of its franchise
offices through its Milwaukee headquarters.

The Company's franchise agreement providesagreements provide the franchisee with the
right to use the Manpower(R) service mark and associated marks in a specifically
defined exclusive territory. U.S. franchise fees range from 2-3% of franchise
sales. The Company's franchise agreement providesagreements provide that in the event of a
proposed sale of a franchise to a third party, the Company has the right to
repurchase the franchise at the same price and on the same terms as proposed by
the third party. The Company frequently exercises this right and intends to
continue to do so in the future if opportunities arise with appropriate prices
and terms.

In the United States, the Company's operations are primarily related to
providing temporary employment services. During 1996,1999, approximately 39%41% of the
Company's United States temporary help revenues were derived from placing office
workers, 41%staff, 40% from placing industrial workersstaff and 20%19% from placing technical and
other workers.

____________________

1 Based on publicly available information including annual reports to
shareholders, filings with governmental agencies and investment analyst
reports.technology staff.

France

The Company is the second largesta leading temporary employment service provider in
France (see footnote 1 on page 1).France. The Company conducts its operations in France through over 646805 branch
offices.offices under the name of Manpower and 40 branch offices under the name Supplay.

The temporary services market in France is predominately industrial. In
1996,1999, the Company derived approximately 72%74% of its revenue in France from the
industrial sector, 14%11% from the construction sector and 14%15% from the office
sector.

United Kingdom

The Company is the largesta leading supplier of temporary employment services in
the United Kingdom (see footnote 1 on page 1).Kingdom. As of December 31, 1996,1999, it conducted operations in the
United Kingdom through 156187 branch offices.

The Companyoffices under the Manpower brand ("Manpower
UK").

Manpower UK uses the same approach to assessment/selection, assessment, training
and marketing programs in the United Kingdom as it usesis used in the United States
with such modifications as necessary to reflect differences in language, culture
and business practices. Ultraskill,Ultraskill(R), the Company's proprietary program for
assessing the word processing skills of its temporary workers, has received
endorsement from the Oxford, Cambridge and Royal Society of Arts ("OCR"), one of
the world's foremost qualification standards for office skills. Candidates whose
results exceed prescribed levels can be automatically certified through the RSA. The CompanyOCR.
Manpower UK was the first temporary helpstaffing company to be registered under
BS5750-IS09000,IS09000, the international quality assurance standard. InIt was also the first
service company to achieve the United Kingdom,Kingdom's Government Investment in People
program, which recognizes companies that invest in the Companytraining and development
of their people.

Manpower UK offers temporary employment services in the call center,
office, industrial, technical, information technology, nursing and transport
markets. It also offers a variety of specialized services targeted at the health
sector and local government which consist of specialized assessment, selection
and training, as well as the supply of specialized staff. The CompanyManpower UK is also
the leading company in the United Kingdom for the provision of managed services,
project work and subcontracted activities.

During 1996,1999, approximately 49%27% of the Company'sManpower UK's revenues were derived
from the supply of officecall center staff, 31%25% from the supply of industrial/technicaloffice staff, 7%17%
from the supply of industrial staff, 21% from the supply of technical staff and
information technology staff, 7%5% from the supply of nursing staff and 6%5% from
the supply of drivers.

The Company also owns Brook Street Bureau PLC ("Brook Street") which
operates separately from the Manpower brand and exclusively in the United
Kingdom. Brook Street, acquired in 1985, has a total of 96 branch offices. The
core business is secretarial, office and light industrial recruitment, with
niche operations in accountancy, finance and social care recruitment. Brook
Street operates as a local network of branches supported by a national head
office and competes primarily with local or regional independents. In 1999,
approximately 91% of its revenues were derived from temporary placements and 9%
were derived from permanent placement.

Other Europe

The Company operates through 244673 branch offices and 5149 franchise
offices in other European countries. The largestThese operations are located in such
countries as Austria, Belgium, Denmark, Finland, Germany, Greece, Italy, The
Netherlands, Norway, Spain and Sweden, all of which are branch offices, and
Switzerland, which is a 49% owned franchise. The Company is the largesta leading
non-governmental temporary employment services firm in the European Economic
Community (see footnote 1 on page 1).Community. The Company utilizes the same approach to selection, training,
recruiting and marketing

techniques in continental Europe as are used in the United States with such
modifications as may be appropriate for local legal requirements, cultural
characteristics and business practices.

Other MarketsRest of the World

The Company operates through 157357 branch offices and 6323 franchise
offices in the other markets of the world. The largest of these operations are
located in Japan (27(42 branch offices), Israel (59 branch offices), Canada (43
branch offices and 8 franchise offices), Mexico (41 branch offices) and
Israel (44Australia (65 branch offices). Other significant operations are located in Australia, Canada13
countries in Central and MexicoSouth America and in 9
South American countries.8 countries in Southeast Asia. The
Company uses the same general approach to testing, training and marketing tools
in other areas of the world as employed in the United States with such
modifications as may be appropriate for local cultural differences and business
practices. In most of these countries, the Company primarily supplies temporary
workers to the industrial, general office and technical markets.

THE COMPANY'S OTHER OPERATIONS

The Company also owns Brook Street Bureau PLC which operates separate
from the Manpower brand exclusively in the United Kingdom. Brook Street Bureau
PLC, acquired by the Company in 1985, has a total of 91 branches in England,
Scotland and Wales. It provides services in the office, industrial and
catering markets. In 1996, approximately 90% of its revenues were derived from
temporary placements and 10% were derived from permanent placement. Brook
Street Bureau PLC competes in certain U.K. markets with the Company's Manpower
brand. Its permanent placement business primarily consists of recruitment for
office workers.

COMPETITION

Historically, in periods of economic prosperity, the number of firms
operating in the temporary help industry has increased significantly due to the
combination of a favorable economic climate and low barriers to entry.
Recessionary periods, such as that experienced in the United States and United
Kingdom in the early 1990s, result in a reduction in competition through
consolidation and closures. However, historically this reduction has proven to
be of a limited duration as the following periods of economic recovery have led
to a return to growth in the number of competitors operating in the industry.

The temporary employment services market throughout the world is highly
competitive and highly fragmented with more than 15,000 firms competing in the
industry throughout the world. In addition to the Company, the largest publicly
owned companies (the only companies about which financial information is readily
available) specializing in temporary employment services are Adecco, S.A.
(Switzerland), Kelly Services, Inc. (U.S.), The Olsten Corporation (U.S.),
Randstad Holding N.V. (Holland)(Netherlands),
BIS S.A. (France), Pasona (Japan),Vedior/Bis (Netherlands) and Interim Services Inc. (U.S.).

However, except for Adecco, S.A. these companies all
operate primarily in their country of origin, with only small operations in a
limited number of other markets.

In the temporary helpstaffing industry, competition is often limited to
firms with offices located within a customer's particular local market because
temporary employees (aside from certain employees in the technology services
segment) are generally are unwilling to travel long distances. In most major
markets, competitors generally include many of the publicly traded companies and in addition,
numerous regional and local competitors, some of which may operate only in a
single market. Competition may also be provided by governmental entities or
agencies, such as state employment offices in the United Kingdom and many
European countries.

Since client companies rely on temporary employment firms having
offices within the local area in which they operate, competition varies from
market-to-market and country-to-country. In most areas, no single company has a
dominant share of the market. Many client companies use more than one temporary
employment services provider; however, in recent years, the practice of using a
sole (or a limited number of) temporary supplier or a primary supplier has
become an increasingly important factor among the largest customers,
particularly in the United States and the United Kingdom. These sole supplier
relationships can have a significant impact on the Company's revenue and
operating profit growth.
The Company's strategy is to build its large account business, including sole
supplier relationships. While the Company believes that these large account
relationships will prove to be less cyclical in the long-term than its
traditional business, volume reductions by such customers, whether related to
economic factors or otherwise, could have a material adverse effect on the
Company's results in any period.

Methods of Competition

Temporary helpstaffing firms act as intermediaries in matching available
temporary workers to employer assignments. As a result, temporary helpstaffing firms
compete both to recruit and retain a supply of workers and to attract customers
to useemploy temporary employees. Competition is generally limited to firms having
offices located in a specific local geographic market. Depending on the economy
of a particular market at any point in time, it may be

necessary for the Company to place greater emphasis on recruitment and retention
of temporariestemporary workers or marketing to customers. The Company recruits temporary
workers through a wide variety of means, principally personal referrals and
advertisements and by providing an attractive compensation package including (in
jurisdictions where such benefits are not otherwise required by law) health
insurance, vacation and holiday pay, incentive plans and a recognition program.

Methods used to market temporary services to customers vary depending
on the customer's perceived need for temporary workers, the local labor supply,
the length of assignment and the number of workers required. Depending on these
factors, the Company competes by means of quality of service provided, scope of
service offered and price. In the temporary help industry, quality is measured
primarily by the ability to effectively match an individual worker to a specific
assignment, as well as the rate of and promptness in filling an order. Success
in providing a high quality service is a function of the ability to access a
large supply of available temporary workers, select suitable individuals for a
particular assignment and, in some cases, train available workers in skills
required for an assignment.

An important aspect in the selection of a temporary worker for an
assignment is the ability of the temporary services firm to identify the skills,
knowledge, abilities, and personal characteristics of a temporary worker and
match their competencies or capabilities to an employer's requirements. The
Company has developed a variety of proprietary programs for identifying and
assessing skill levels of its temporary workers, including Ultraskill(R) (for
word processing skills), UltradexOSureskill (for office automation skills such as word
processing, spreadsheet, presentation graphics, etc.), Ultradex (for several
important light industrial skills) and, Predicta (for critical general office and
customer service/call center skills), Linguaskill (for language skills) and
Phoneskill (for verbal communication skills) which are used in selecting a
particular individual for a specific assignment. The Company believes that its
assessment systems enable it to offer a higher quality service by increasing
productivity, decreasing turnover and reducing absenteeism. The Company believes
it is the only temporary employment firm whose employee selection systems have
been statistically validated in full or complete accordance with the guidelines
established by the Equal Employment Opportunity Commission and standards set
forth by the American Psychological Association in the United States and similar
authorities in various other countries. In the United Kingdom, candidates whose
test results on Ultraskill(R) exceed prescribed levels are automatically
certified through the Royal Society of Arts,OCR, one of the world's best known qualification standards
for word processing skills.

It is also important to be able to access a large network of skilled
workers and to be able to "create" certain hard-to-find skills by offering
training to available workers. The Company's competitive position is enhanced by
being able to offer a wide variety of skills in onesome of the most important
market segments for temporary work the office automation market, through the use of training systems.

For the office workers, the Company has a proprietary training system. This system
called Skillware(R), which allows temporary workers to quickly and conveniently
learn new or enhance existing office automation skills in a variety ofover 50 different word processing,
data base,database, spreadsheet, data entry or graphics, desktop publishing, electronic scheduling and
calendaring groupware, project management and operating system applications from
a variety of the most
popular software manufacturers including Microsoft and Lotus. Skillware(R) is a
thorough hands-on disk-based training program enabling workers to train on the actual
hardware and software to be utilized on an assignment.become productive independent
operators. The Skillware(R) system combines the human elements of classroom
instruction with the self-paced work-related aspects of a disk-basedcomputer delivered
system. A Skillware(R) Administratoradministrator sets up the training, monitors all sessions
and is available to answer questions. The Company supports over 150 different software programs through Skillware(R)
for the equipment of a wide variety of hardware manufacturers, including IBM
compatibles (PCs, mid-range and mainframes), Apple and DEC. New Skillware(R)
is constantly developed or revised as new or updated hardware or software
programs are introduced. The Company's offices maintain a variety of hardware
and software commonly used in their local market. Every person completing a Skillware(R)
course receives an Operator Support Manual and keyboard template
which servesreference material for future use. New Skillware(R) is
constantly developed or updated as an on-the-job reference and refresher.new software programs are introduced.

The Company also develops Skillware(R) training to prepare workers to
take positions in call centers, banks and other organizations where transaction
processing skills are required. In addition, to assist its temporary workers in
improving general office skills, the Company offers a variety of specific skill
development programs in spelling, punctuation keyboard skills and word processing to
assist its temporaries in improving general officekeyboard skills.

The Company has partnered with CBT SystemsSmart Force to develop TechTrack, a
CD-based
training program for technical professionals. TechTrack is an interactive,
self-directed training program which enhances technical employees' skills to

meet the current and emerging demands of the business environment. TechTrack
offers a spectrum of instruction focusing on client/server, mainframe, internet,
networking and operating systems technologies. The training prepares technical
employees for certification testing by guiding them through E-Commerce, Visual
Basic, C++ Programming, COBOL, JAVA, SAP, PowerBuilder, IEEE LAN Architecture
and more than 2001,000 other courses.

In 1999 the Company unveiled the Global Learning Center ("GLC"), an
on-line university for its permanent employees and temporary workers. The
GLC provides skills training, assessment, and other career-related services.
Students of the GLC can select from more than 1,000 courses in the areas of
client-server, programming, Internet development, and business skills. In
addition, the GLC allows access to Skillware(R) training.

Although temporary help firms compete in a local market, for
administrative purposes, the largest customers demand national, and increasingly
global, arrangements. Less than 5% of the Company's sales in 1996
were derived

from global arrangements, but approximately 50% of the Company's sales in 1996
were derived from national arrangements. A large national or multi-national companycustomer will
frequently enter into non-exclusive arrangements with several firms, with the
ultimate choice among them being left to its local managers; this effectively
limits competition to the few firms, including the Company, with large branch
networks. National arrangements, which generally fix either the pricing or
mark-up on services performed in a particular country, represented approximately
45% of the Company's sales in 1999. Global arrangements, where the Company
services multinational customers in several countries, represented approximately
10% of the Company's sales in 1999. Because the Company provides services to a
wide variety of customers, there is no one customer that individually comprises
a significant portion of revenues within a given geographic region or for the
Company as a whole.

The Company also competes in the large company market by providing permanent
staff training using its Skillware(R) training capability, widespread office
network and large temporary work force, to train the permanent employees of
large companies particularly in new word or data processinga variety of office software programs or hardware configurations. Of the Fortune 100 companies, 90applications. To date, more than
7 million people have utilized Skillware training for their permanent staff.used Skillware(R) training. The Company believes its
capability to offer permanent staff training, in addition to generating
sufficient revenue to offset development costs, provides it with a key marketing
advantage over its competitors in supplying temporary helpstaff to companies where
it has been involved in significant staff training.

Beginning in 1994 the Company began delivering to all workers - both
its permanent employees and temporary staff - a training program that focuses
on providing exceptional service. Called Putting Quality to Work, this series
of eight independent video programs introduces concepts that will influence
workers' attitudes and behavior, with an emphasis on providing better service
to a company's customers and providing support to co-workers.

REGULATION

The temporary employment services industry is closely regulated in all
of the major markets in which the Company operates except the United States and
Canada. Temporary employment service firms are generally subject to one or more
of the following types of government regulation: (i) regulation of the
employer/employee relationship between the firm and its temporary employees;
(ii) registration, licensing, record keeping and reporting requirements; and
(iii) substantive limitations on its operations.operations or the use of temporary
employees by customers.

In many markets, the existence or absence of collective bargaining
agreements with labor organizations has a significant impact on the Company's
operations and the ability of customers to use the Company's services. In some
markets, labor agreements are structured on an industry-wide (rather than
Company)company-by-company) basis. Changes in these collective labor agreements have
occurred in the past and are expected to occur in the future and may have a
material impact on the operations of temporary employment services firms,
including the Company.

In many countries, including the United States and the United Kingdom,
temporary employment services firms are considered the legal employers of
temporary workers. Therefore, the firm is governed by laws regulating the
employer/employee relationship, such as tax withholding or reporting, social
security or retirement, anti-discrimination and workers' compensation. In other
countries, temporary employment services firms, while not the direct legal
employer of temporary workers, are still responsible for collecting taxes and
social security deductions and transmitting such amounts to the taxing
authorities.

In many countries, particularly in continental Europe, entry into the
temporary employment market is restricted by the requirement to register with,
or obtain licenses from, a government agency. In addition, a wide variety of
ministerial requirements may be imposed, such as record keeping, written
contracts and reporting. The United States and Canada do not presently have any
form of national registration or licensing requirement.

In addition to licensing or registration requirements, many countries
impose substantive restrictions on the use of temporary employment services.
Such restrictions include regulations affecting the types of work permitted
(e.g., Germany prohibits the use of temporary workers in construction work and
Japan and Norway generally prohibit the use of temporary workers in industrial
work), the maximum length of a temporary assignment (varying from 3 to 24
months), wage levels (e.g., in France and Spain, wages paid to temporariestemporary workers
must be the same as paid to permanent workers) or reasons for which temporary
workers may be employed. In some countries special taxes, fees or costs are
imposed in connection with the use of temporary workers. For example, in France,
temporary workers are entitled to a 15%10% allowance for the precarious nature of
employment which is reduced to 10%eliminated if a new assignmentfull-time position is offered to them

5
7 within
three days. In some countries, the contract of employment with the temporary
employee must differ from the length of assignment.

In the United States, the Company is subject to various federal and
state laws relating to franchising, principally the Federal Trade Commission's
franchise rules and analogous state laws. These laws and related rules and
regulations impose specific disclosure requirements toon prospective franchisees.
Virtually all states also regulate the termination of franchises. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Legal Regulations and Union Relationships" which is found in the
Company's 19961999 Annual Report to Shareholders and which is incorporated herein by
reference.

TRADEMARKS

The Company maintains a number of registered trademarks, tradenames,trade names
and service marks and other intangible rights. The principal service marks are the
Manpower(R) service mark and logo, Ultraskill(R), Skillware(R) and certain
other names and logos, which are registered in the United States and certain other countries. The trademarkCompany
believes that many of these marks and trade names, including Manpower(R) has been federally registered under
United States Service Mark Registration No. 921701, issued October 5, 1971.
Affidavits of use,
Ultraskill(R) and incontestabilitySkillware(R), have been filed. Thesignificant value and are materially
important to its business. In addition, the Company renewed
this registration for another ten years on October 5, 1991. The mark
Skillware(R) has been federally registered under United States Trademark
Registration No. 1413105, issued October 14, 1986, and the mark Ultraskill(R)
has been federally registered under United States Trademark Registration No.
1361848, issued September 24, 1985. The Company plans to file affidavits of
use and incontestability at the proper time and will effect timely renewals, as
appropriate, for these andmaintains other intangible
rights it maintains. The Company
is not currently aware of any infringing uses which would be likely to
substantially and detrimentally affect theseproperty rights.

RESEARCH AND DEVELOPMENT

The Company's research and development efforts are concentrated on the
development and updating of its Skillware(R) training and employee selection
programs. Approximately 2324 employees are engaged in research and development at
the Company's international headquarters. Independent contractors are also utilizedhired
to assist in the development of these tools. Expenditures for research and
development, which were internally financed, aggregated approximately $4.3$3.8
million, $3.9 million and $3.5 million in 1996, 19951999, 1998 and 1994.1997, respectively.

EMPLOYEES

The Company had approximately 10,20016,300 permanent full-time employees at
December 31, 1996.1999. In addition, the Company estimates that it assigned over 1.62.0
million temporary workers on a worldwide basis in 1996.1999. As described above, in
most jurisdictions, the Company (through its subsidiaries), as the employer of
its temporary workers or, as otherwise required by applicable law, is
responsible for employment administration, including collection of withholding
taxes, employer contributions for social security (or its equivalent outside the
United States), unemployment tax, workers' compensation and fidelity and
liability insurance, and other governmental requirements imposed on employers.
In most jurisdictions where such benefits are not legally required, including
the United States, the Company provides health and life insurance, paid holidays
and paid vacations to qualifying temporary employees.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC
OPERATIONS AND EXPORT SALES

Note 1213 to the Company's Consolidated Financial Statements sets forth
the revenues, earnings before income taxes identifiable assets and netidentifiable assets derived from
each geographical area for the years ended December 31, 1996, 19951999, 1998 and 1994.1997.
Such note is found in the Company's 19961999 Annual Report to Shareholders and is
incorporated herein by reference.

6
8

ITEM 2. PROPERTIES

The Company's international headquarters are in Glendale, Wisconsin, a
suburb of Milwaukee. The Company owns, free of any material encumbrances, its
headquarters, consisting of an
82,000 square foot building and a 32,000 square foot building situated on a
sixteen-acre site in Glendale, Wisconsin. The Company owns two properties in England which are held for sale,
consisting of a 24,000 square foot freehold building in London and a 90,000
square foot freehold building in St._Albans, Hertfordshire. The Company also owns additional
properties in St._Albans andat various other locations which are not material.

Most of the Company's operations are conducted from leased premises,
none of which are material to the Company taken as a whole. The Company does not
anticipate any difficulty in renewing these leases or in finding alternative
sites in the ordinary course of business.

ITEM 3. LEGAL PROCEEDINGS

The Company is involved in litigation of a routine nature and various
legal matters which are being defended and handled in the ordinary course of
business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

NAME OF OFFICER OFFICE
- --------------- ------

Mitchell S. Fromstein President and Chief Executive Officer of the Company since January, 1989, and
Age 69 Chairman of the Board since April, 1989. President and Chief Executive
Officer of Manpower from 1976 until 1996 and a director thereof from 1971NAME OF OFFICER OFFICE
- --------------- ------

Jeffrey A. Joerres President and Chief Executive Officer and a director
Age 40 of the Company since April, 1999. Senior Vice
President - European Operations and Marketing and
Major Account Development from July, 1998 to April,
1999. Senior Vice President Major Account Development
of the Company from November, 1995 to July, 1998.
Vice President - Marketing and Major Account
Development of the Company from July, 1993 to
November, 1995.

Terry A. Hueneke Executive Vice President of the Company and a
Age 57 director since December, 1995. Senior Vice President
- Group Executive of Manpower from 1987 until 1996.

Michael J. Van Handel Senior Vice President, Chief Financial Officer and
Age 40 Secretary of the Company since August, 1999. Senior
Vice President, Chief Financial Officer, Treasurer
and Secretary of the Company from July, 1998 to
August, 1999. Vice President, Chief Accounting
Officer and Treasurer of the Company from February,
1995 to July, 1998 and of Manpower from February,
1995 to June, 1996. A director of the Company and its predecessors for more than
five years. Also a director of Aramark Corp.

Jon F. Chait Executive Vice President, Secretary and a director of the Company since
Age 46 August, 1991, Chief Financial Officer of the Company since August, 1993 and
Managing Director-International Operations since December, 1995. Executive
Vice President of Manpower from September, 1989 until 1996. Also a director
of Marshall & Ilsley Corporation.

Terry A. Hueneke Executive Vice President of the Company and a director since December, 1995.
Age 54 Senior Vice President - Group Executive of Manpower from 1987 until 1996.

Michael J. Van Handel Vice President, Chief Accounting Officer and Treasurer of the Company and
Age 37 Manpower since February, 1995. Vice President, International
Accounting and Internal Audit of Manpower from
September, 1992 to February, 1995 and Director of
Internal Audit of Manpower prior thereto.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERSHAREHOLDER MATTERS

MARKET INFORMATION

The Company's Common Stockmarket and historical dividend information required by this Item is
listed for trading on the New York Stock
Exchange (the "NYSE"), which is the principal exchange for tradingset forth in the Company's shares. The table below sets forthAnnual Report to Shareholders for the reported high and low sales
price for shares offiscal year
ended December 31, 1999, under the Company's Common Stock on the NYSE during the indicated
quarters based on the NYSE Trading Report:

High Low
---- ---

Fiscal year ended December 31, 1996
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . 34 1/4 23 5/8
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . 43 29 1/2
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . 39 3/8 30
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . 33 5/8 27 7/8

Fiscal year ended December 31, 1995
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . 32 3/4 24 3/4
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . 34 1/4 24 1/4
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . 33 3/8 25 3/8
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . 31 1/8 24 1/8

heading "Quarterly Data," (page 45) which
information is hereby incorporated herein by reference.

HOLDERS

As of February 25, 1997, 81,703,03522, 2000, 76,255,136 shares of Common Stock were held of
record by 5,2476,251 record holders.

HISTORICAL DIVIDENDS

The Company paid a dividend of $.07 per share in the second quarter
and $.08 per share in the fourth quarter of 1996. The Company paid a dividend
of $.06 per share in the second quarter and $.07 per share in the fourth
quarter of 1995.

ITEM 6. SELECTED FINANCIAL DATA

The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1996,1999, under
the heading "Selected Financial Data," (page 24)46) which information is hereby
incorporated herein by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1996,1999, under
the heading "Management's Discussion and Analysis of Financial Condition and
Results of Operations," (pages 720 to 10)27) which information is hereby
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this Item is set forth in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1999, under
the heading "Significant Matters Affecting Results of Operations," (pages 25 to
26) which information is hereby incorporated herein by reference.

Certain information included or incorporated by reference in this
Annual Report on Form 10-K including under the headings "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business," information included or incorporatedidentified by reference in future filings
by the Company with the Securities and Exchange Commission or information
contained in written material, releases and oral statements issued by or on
behalfuse of the Company containwords "expects,"
"believes," "plans" or the like constitutes forward-looking statements, as such
term is defined in Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Certain factorsIn addition, any information included or
incorporated by reference in future filings by the Company with the Securities
and Exchange Commission, as well as information contained in written material,
releases and oral statements issued by or on behalf of the Company may include
forward-looking statements. All statements which address operating performance,
events or developments that the Company expects or anticipates will occur or
future financial performance are forward-looking statements.

These forward-looking statements speak only as of the date on which they are
made. They rely on a number of assumptions concerning future events and are
subject to a number of risks and uncertainties, many of which are outside of the
Company's control, that could cause actual results to differ materially from
such as

competitive market pressures,statements.
These risks and uncertainties include, but are not limited to:

- - material changes in the demand from larger customers, including customers
with which the Company has national or global arrangements
- - availability of temporary workers or workers with the skills required by
customers
- - increases in the wages paid to temporary workers
- - competitive market pressures, including pricing pressures
- - ability to successfully invest in and implement information systems
- - unanticipated technological changes, including obsolescence or impairment of
information systems
- - changes in customer attitudes toward outsourcing,the use of staffing services

- - government, tax or regulatory policies adverse to the employment services
industry
and changes in- - general economic conditions could cause actual resultsin international markets
- - interest rate and exchange rate fluctuations

The Company disclaims any obligation to differ
materially from those in theupdate publicly or revise any
forward-looking statements.statements, whether as a result of new information, future
events or otherwise.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required by this Item is set forth in the Financial
Statements and the Notes thereto (pages 1129 to 23)45) contained in the Company's
Annual Report to Shareholders for the fiscal year ended December 31, 1996,1999, which
information is hereby incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(a) Executive Officers. Reference is made to "Executive Officers
of the Registrant" in Part I after Item_4.Item 4.

(b) Directors. The information required by this Item is set forth
in the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held on April 28, 199717, 2000 at pages 3-43 to 4
under the caption "Election of Directors," which information
is hereby incorporated herein by reference.

(c) Section 16 Compliance. The information required by this Item
is set forth in the Company's Proxy Statement for the Annual
Meeting of Shareholders to be held on April 28, 199717, 2000 at page
18 under the caption "Section 16(a) Beneficial Ownership
Reporting Compliance," which information is hereby
incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on April 28,
1997,17,
2000, at page 5 under the caption "Remuneration of Directors," pages 7-107 to 11
under the caption "Executive Compensation," and page 1214 under the caption
"Executive Compensation Committee Interlocks and Insider Participation," which
information is hereby incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this Item is set forth in the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held on April 28,
1997,17,
2000, at page 2 under the caption "Security Ownership of Certain Beneficial
Owners" and at page 6 under the caption "Security Ownership of Management,"
which information is hereby incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

11
under the caption "Executive Compensation Committee Interlocks and Insider
Participation," which information is hereby incorporated herein by reference.

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)(1) Financial Statements. PAGE NUMBERNUMBER(S)
IN ANNUAL REPORT
TO SHAREHOLDERS
---------------------------

Consolidated Financial Statements. (DataStatements (data incorporated by reference
from the attached Annual Report to Shareholders):

Consolidated Balance Sheets as of December 31, 19961999 and 1995 . . . . . 12-131998....................30-31

Consolidated Statements of Operations for the years ended
11
December 31, 1996, 19951999, 1998 and 1994 . . . . . . . . . . . . . . . . . . .1997.................................................29

Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 19951999, 1998 and 1994 . . . . . . . . . . . . . . . . . . . 141997.................................................32

Consolidated Statements of Stockholders'Shareholders' Equity for the years
ended December 31, 1996, 19951999, 1998 and 1994 . . . . . . . . . . . . . . . . 151997...........................................33

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 16-22Statements......................................34-44

(a)(2) Financial Statement Schedules.

Report of Independent Public Accountants on the Financial
Statement SchedulesSchedule
Consent of Independent Public Accountants
SCHEDULE II - Valuation and Qualifying Accounts

(a)(3) Exhibits.

See (c) below.

Pursuant to Regulation S-K, Item 601(b)(4)(iii), the Registrant
hereby agrees to furnish to the Commission, upon request, a
copy of each instrument and agreement with respect to long-term
debt of the Registrant and its consolidated subsidiaries which
does not exceed 10 percent of the total assets of the
Registrant and its subsidiaries on a consolidated basis.

(b) Reports on Form 8-K.

There were no reportswas one report on Form 8-K filed for the three months
ended December 31, 1996.on October 28, 1999.

3.1 Articles of Incorporation of Manpower Inc. incorporated by
reference to Annex_CAnnex C of the Prospectus which is contained in
Amendment No. 1 to Form S-4 (Registration No._33-38684)No. 33-38684).

3.2 Amended and Restated By-laws of Manpower Inc.

10.1 [Reserved]

10.2 Revolving Credit Agreement dated April 1, 1996, between Manpower Inc. and
the banks set forth therein, Credit Lyonnais, the First National Bank of
Chicago, Mellon Bank, N.A., Citibank International PLC and Citibank,
N.A., incorporated by reference to Form 10-Q of Manpower Inc. dated March
31, 1996.10.1 Revolving Credit Agreement dated December 2, 1999 between
Manpower Inc. and the financial institutions set forth therein,
Citibank N.A. and Salomon Smith Barney Inc.

10.2 Revolving Credit Agreement dated November 25, 1997, between
Manpower Inc. and the banks set forth therein, Credit Lyonnais,
the First National Bank of Chicago, Fleet National Bank, Mellon
Bank, N.A., Citibank International PLC and Citibank, N.A.,
incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998.

10.3 Amended and Restated Manpower 1991 Executive Stock Option and
Restricted Stock Plan, incorporated by reference to Form 10-Q
of Manpower Inc. dated September 30, 1996.**

10.4 Manpower Savings Related Share Option Scheme, incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**

10.5 Transfer Agreement dated February 25, 1991 between Manpower and
the Company (the "Transfer Agreement"), incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**

10.6 Blue Arrow Savings Related Share Option Scheme, as assumed by
Manpower pursuant to the Transfer Agreement, incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**

10.7 Blue Arrow Executive Share Option Scheme, as assumed by
Manpower pursuant to the Transfer Agreement, incorporated by
reference to Amendment No. 1 to the Company's Registration
Statement on Form S-4 (Registration No. 33-38684).**

10.8 Amended and Restated Manpower 1990 Employee Stock Purchase
Plan, incorporated by reference to the Company's Registration
Statement on Form S-8 (Registration No.
333-31021).**

10.5 Transfer Agreement dated February 25, 1991 between Manpower and the
Company (the "Transfer Agreement"), incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 33-38684).**

10.6 Blue Arrow Savings Related Share Option Scheme, as assumed by Manpower
pursuant to the Transfer Agreement, incorporated by reference to
Amendment No. 1 to the Company's Registration Statement on Form S-4
(Registration No. 33-38684).**

10.7 Blue Arrow Executive Share Option Scheme, as assumed by Manpower pursuant
to the Transfer Agreement, incorporated by reference to Amendment No. 1
to the Company's Registration Statement on Form S-4 (Registration No.
33-38684).**

10.8 Amended and Restated Manpower 1990 Employee Stock Purchase Plan**

10.9 Manpower Retirement Plan, as amended and restated effective as
of March 1, 1989, incorporated by reference to Form 10-K of Manpower PLC, SEC File
No. 0-9890, filed for the fiscal year ended October 31, 1989.**

10.10 Amended and Restated Manpower 1994 Executive Stock Option and Restricted
Stock Plan, incorporated by reference to Form 10-Q of Manpower Inc. dated
September 30, 1996.**

10.11(a) Employment Agreement dated September 16, 1987 among Manpower, Mitchell S.
Fromstein and Manpower PLC, incorporated by reference to the Manpower
PLC's registration statement on Form 20-F filed with the Securities and
Exchange Commission on April 28, 1988, [Exhibit 2.11]; as amended May 19,
1989, incorporated by reference to Manpower PLC's Form 10-K, SEC File No.
0-9890, filed for the fiscal year ended October 31, 1989; and as amended
on February 16, 1990 and October 4, 1990, incorporated by reference to
Manpower PLC's Form 10-K, SEC File No. 0-9890, filed for the fiscal year
ended December 31, 1990.**

10.11(b) Amendment dated June 17, 1992 to Employment Agreement dated September 16,
1987, as amended, among Manpower, Mitchell S. Fromstein and
Manpower PLC, SEC File No. 0-9890, filed for the fiscal year
ended October 31, 1989.**

10.10 Amended and Restated Manpower 1994 Executive Stock Option and
Restricted Stock Plan, incorporated by reference to Form 10-Q
of Manpower Inc. dated September 30, 1996.**

10.11(a) Nonstatutory Stock Option Agreement between Manpower Inc. and
Mitchell S. Fromstein dated April 26, 1999, incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999.**

10.11(b) Agreement between Manpower Inc. and Mitchell S. Fromstein dated
April 26, 1999, incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30,
1999.**

10.11(c) Stock Option Agreement between Manpower Inc. and John R. Walter
dated April 26, 1999, incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1999.**

10.12(a) Advisory Services Agreement between Manpower Inc., Ashlin
Management Company and John R. Walter dated April 26, 1999,
incorporated by reference to the Company's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999.**

10.12(b) Consulting Agreement dated as of April 26, 1999 between
Manpower Inc. and Gilbert Palay.**

10.13(a) Manpower Inc. 2000 Corporate Senior Management Incentive
Program.**

10.13(b) [reserved]

10.14 The Restricted Stock Plan of Manpower Inc., incorporated by
reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992.**

10.11(c) Amendment dated March 22, 1994 to Employment Agreement
dated September 16, 1987, as amended, among Manpower,
Mitchell S. Fromstein and Manpower PLC, incorporated by
reference to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995.**

10.12(a) Employment Agreement dated September 16, 1987 among Manpower, Gilbert
Palay and Manpower PLC, incorporated by reference to Manpower PLC's
registration statement on Form 20-F filed with the Securities and
Exchange Commission on May 1, 1989, incorporated by reference to Manpower
PLC's Form 10-K, SEC File No. 0-9890, filed for the fiscal year ended
October 31, 1989; and as amended on February 16, 1990 and October 4,
1990, incorporated by reference to Manpower PLC's Form 10-K, SEC File No.
0-9890, filed for the fiscal year ended December 31, 1990.**

10.12(b) Amendment dated June 17, 1992 to Employment Agreement dated September 16,
1987 among Manpower, Gilbert Palay and Manpower PLC, incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.**

10.12(c) Amendment dated September 16, 1993 to Employment Agreement dated
September 16, 1987, as amended, among Manpower, Gilbert Palay and
Manpower PLC, incorporated by reference to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.**

10.12(d) Consulting Agreement dated as of January 1, 1994 between
Manpower Inc. and Gilbert Palay, incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.**

10.13(a) Employment Agreement between Jon F. Chait and Manpower International
Inc., dated August 3, 1991, as amended on March 12, 1992, incorporated by
reference to the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992.**

10.13(b) Amendment dated February 18, 1997 to Employment Agreement dated August 3,
1991, as amended, between Manpower Inc. and Jon F. Chait.**

10.13(c) Agreement dated February 18, 1997 between Manpower Inc. and Jon F.
Chait.**

10.14 The Restricted Stock Plan of Manpower Inc., incorporated by reference to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1992.**

10.15 Amended and Restated Manpower 1991 Directors Stock Option Plan.**

10.16 Amended and Restated Manpower Deferred Stock Plan.**

10.17(a) Agreement dated December 8, 1992 between Terry A. Hueneke and Manpower
International Inc., incorporated by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1995.**

10.17(b) Employment Agreement between Terry A. Hueneke and Manpower Inc. dated
February 18, 1997.**

10.17(c) Agreement dated February 18, 1997 between Manpower Inc. and Terry A.
Hueneke.10.15 Amended and Restated Manpower 1991 Directors Stock Option Plan,
incorporated by reference to the Company's Registration
Statement on Form S-8 (Registration No.
333-31021).**

10.16 Amended and Restated Manpower Deferred Stock Plan, incorporated
by reference to the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1996.**

10.17(a) Employment Agreement between Terry A. Hueneke and Manpower Inc.
dated February 18, 1997, incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.**

10.17(b) Employment Agreement between Terry A. Hueneke and Manpower Inc.
dated February 23, 1998, incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998.**

10.18(a) Employment Agreement between Jeffrey A. Joerres and Manpower
Inc. dated as of February 22, 1999, incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.**

10.18(b) Severance Agreement between Jeffrey A. Joerres and Manpower
Inc. dated as of February 22, 1999, incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.**

10.19(a) Employment Agreement between Michael J. Van Handel and Manpower
Inc.dated as of February 22, 1999, incorporated by reference to
the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.**

10.19(b) Severance Agreement between Michael J. Van Handel and Manpower
Inc. dated as of February 22, 1999, incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999.**

13 1996 Annual Report to Shareholders. Pursuant to Item 601
(b)(13)(ii), only the portions of the Annual Report
incorporated by reference in this Form 10-K are filed as
an exhibit hereto.

21 Subsidiaries of Manpower Inc.

23 Consent of Arthur Andersen LLP, incorporated by reference to the
Schedules to the Financial Statements, which Schedules are contained in
this Form 10-K.

24 Powers of Attorney

2713 1999 Annual Report to Shareholders. Pursuant to Item
601(b)(13)(ii) of Regulation S-K, any of the portions of the
Annual Report incorporated by reference in this Form 10-K are
filed as an exhibit hereto.

21 Subsidiaries of Manpower Inc.

23 Consent of Arthur Andersen LLP, incorporated by reference to
the Schedule to the Financial Statements, which Schedule is
contained in this Form 10-K.

24 Powers of Attorney.

27.1 Financial Data Schedule
for the year ended December 31, 1999.

27.2 Restated Financial Data Schedule for the three months ended
March 31, 1999.

27.3 Restated Financial Data Schedule for the year ended December
31, 1998.

** Management contract or compensatory plan or arrangement.

13
15
SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

MANPOWER INC.

By: /s/ Mitchell S. Fromstein
----------------------------
Mitchell S. Fromstein
Chairman of the BoardJeffrey A. Joerres
-----------------------------------
Jeffrey A. Joerres
President and Chief Executive Officer

Date: March 27, 199730, 2000

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:indicated.

NAME TITLE DATE
-------- --------- ------------ ----- ----

/s/ Mitchell S. Fromstein Chairman,Jeffrey A. Joerres President, Chief Executive March 27, 199730, 2000
- ---------------------------
Mitchell S. Fromstein Officer and a Director
Jeffrey A. Joerres (Principal Executive Officer)

/s/ Jon F. Chait Executive Vice President, Principal March 27, 1997
- ------------------------------
Jon F. Chait Financial Officer, Secretary and a
Director

/s/ Michael J. Van Handel Senior Vice President, Chief AccountingFinancial Officer, March 27, 199730, 2000
- ----------------------------------------------------- and TreasurerSecretary (Principal Accounting Officer)Financial Officer
Michael J. Van Handel and Principal Accounting Officer)

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

By: /s/ Jon F. ChaitMichael J. Van Handel March 27, 1997
------------------------
Jon F. Chait30, 2000
--------------------------
Michael J. Van Handel
Attorney-In-Fact*

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

14
16

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE

To the Board of Directors
and Shareholders of Manpower Inc.:

We have audited in accordance with generally accepted auditing
standards, the financial statements included in Manpower Inc.'s annual report to
shareholders incorporated by reference in this Form 10-K, and have issued our
report thereon dated January 31, 1997.February 3, 2000. Our audit was made for the purpose of
forming an opinion on those statements taken as a whole. The schedule listed in
the index at item 14(a)(2) is the responsibility of the Company's management and
is presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic financial statements. This
schedule has been subjected to the auditing procedures applied in the audit of
the basic statements and, in our opinion, fairly states in all material respects
the financial data required to be set forth therein in relation to the basic
financial statements taken as a whole.

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
January 31, 1997.

____________________February 3, 2000

--------------------

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the
incorporation by reference, in this Annual Report on Form 10-K of Manpower Inc.
of,
our report dated January 31, 1997,February 3, 2000, included in the 19961999 Annual Report to
Shareholders of Manpower Inc.

We also consent to the incorporation of our reports included (or
incorporated by reference) in this Annual Report on Form 10-K, into the
Company's previously filed Registration Statements on Form S-8 (File Nos.
33-40441, 33-51336, 33-55264, 33-84736, 333-1040, 333-31021, 333-82457 and
333-1040)333-82459), the Company's Registration Statements on Form S-3 (File Nos.
33-89660 and 333-6545) and the Company's Registration Statements on Form S-4
(File Nos. 333-650 and 33-95896).

ARTHUR ANDERSEN LLP

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
March 28, 1997.30, 2000

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the years ended December 31, 1996, 1995,1999, 1998, and 1994,1997,
in thousands:millions:

Allowance for Doubtful Accounts:

BALANCE AT PROVISIONS BALANCE AT
BEGINNING TRANSLATION CHARGED TO RECLASSIFICATIONS END OF
OF YEAR ADJUSTMENTS EARNINGS WRITE-OFFS AND OTHER YEAR
------- ----------- -------- ---------- --------- ----------- ---------- ---------- ----------------- --------------

Year ended December 31, 1996 . . . . $32,901 (412) 12,360 (11,686) 363 $33,5261999............ $39.5 (3.3) 20.7 (10.6) .8 $47.1

Year ended December 31, 1995 . . . . $31,170 2,203 8,981 (9,424) (29) $32,9011998............ $38.0 1.0 12.0 (11.5) - $39.5

Year ended December 31, 1994 . . . . $19,829 1,470 14,807 (5,330) 394 $31,1701997............ $33.5 (2.2) 15.9 (10.1) .9 $38.0