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                                                                      EXHIBIT 24


                POWER OF ATTORNEY FOR ANNUAL REPORT ON FORM 10-K


         Each of the undersigned directors of Manpower Inc. (the "Company")
hereby constitutes and appoints Jeffrey A. Joerres and Michael J. Van Handel,
and each of them, the undersigned's true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the undersigned and in
the undersigned's name, place and stead, in any and all capacities, to sign for
the undersigned and in the undersigned's name in the capacity as a director of
the Company the Annual Report on Form 10-K for the Company's fiscal year ended
December 31, 1999, and to file the same, with all exhibits thereto, other
documents in connection therewith, and any amendments to any of the foregoing,
with the Securities and Exchange Commission and any other regulatory authority,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or the undersigned's substitute, may lawfully do or
cause to be done by virtue hereof.

         IN WITNESS WHEREOF, the undersigned have each executed this Power of
Attorney for Annual Report on Form 10-K, on one or more counterparts, this 25th
day of February, 2000.



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


/s/  Jeffrey A. Joerres                       /s/  J. Ira Harris
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Jeffrey A. Joerres                            J. Ira Harris


/s/  Marvin B. Goodman                        /s/  Newton N. Minow
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Marvin B. Goodman                             Newton N. Minow


/s/  Terry A. Hueneke                         /s/  Dennis Stevenson
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Terry A. Hueneke                              Dennis Stevenson


/s/  Gilbert Palay
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Gilbert Palay