SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549

                            FORM 10-Q

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the quarterly period
     ended:

                          June 30, 2000

                               or

[ ]  Transition Report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934 for the transition period
     from: ______to______

                 Commission file number: 1-10686

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

     Wisconsin                                     39-1672779
     (State or other jurisdiction                  (IRS Employer
     of incorporation)                             Identification No.)

     5301 N. Ironwood Road
     Milwaukee, Wisconsin                              53217
     (Address of principal executive offices)          (Zip Code)

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

     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    [ ]

     Indicate the number of shares outstanding of each of the
     issuer's classes of common stock, as of the latest
     practicable date.

                                                        Shares
                                                     Outstanding
     Class                                         at June 30, 2000

     Common Stock, $.01 par value                    75,803,257




                 MANPOWER INC. AND SUBSIDIARIES


                              INDEX

                                                           Page
                                                           Number

PART I    FINANCIAL INFORMATION

 Item 1   Financial Statements (unaudited)

             Consolidated Balance Sheets                     3 - 4

             Consolidated Statements of Operations               5

             Consolidated Statements of Cash Flows               6

             Notes to Consolidated Financial Statements     7 - 10


 Item 2   Management's Discussion and Analysis of
            Financial Condition and Results of Operations  11 - 14

 Item 3   Quantitative and Qualitative Disclosures About
            Market Risk                                         14


PART II   OTHER INFORMATION AND SIGNATURES

 Item 4   Submission of Matters to a Vote of Security Holders   15

 Item 6   Exhibits and Reports on Form 8-K                      15

 Signatures                                                     16



                 PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                 MANPOWER INC. AND SUBSIDIARIES

                   Consolidated Balance Sheets
                          (in millions)

                             ASSETS

                                              June 30,    December 31,
                                               2000          1999
                                            (Unaudited)
CURRENT ASSETS:

Cash and cash equivalents                   $  144.5       $  241.7
Accounts receivable, less allowance for
  doubtful accounts of $53.0 and $47.1,
  respectively                               2,121.7        1,897.6
Prepaid expenses and other assets               61.7           66.0
Future income tax benefits                      55.2           52.0
                                            --------       --------
    Total current assets                     2,383.1        2,257.3

OTHER ASSETS:

Investments in licensees                       37.6           37.0
Intangible assets, less accumulated
  amortization of $21.4 and $16.3,
  respectively                                214.1           89.4
Other assets                                  169.1          152.6
                                           --------       --------
    Total other assets                        420.8          279.0

PROPERTY AND EQUIPMENT:

Land, buildings, leasehold improvements
  and equipment                               429.4          416.1
Less:   accumulated depreciation and
  amortization                                249.6          233.7
                                           --------       --------
     Net property and equipment               179.8          182.4
                                           --------       --------
     Total assets                          $2,983.7       $2,718.7
                                           ========       ========

   The accompanying notes to consolidated financial statements
          are an integral part of these balance sheets.



                 MANPOWER INC. AND SUBSIDIARIES

                   Consolidated Balance Sheets
                (in millions, except share data)

              LIABILITIES AND SHAREHOLDERS' EQUITY


                                             June 30,   December 31,
                                               2000       1999
                                            (Unaudited)
CURRENT LIABILITIES:

Accounts payable                             $  471.2        $  388.0
Employee compensation payable                    71.8            71.9
Accrued liabilities                             193.5           180.2
Accrued payroll taxes and insurance             334.9           340.9
Value added taxes payable                       307.8           305.6
Short-term borrowings and current
 maturities of long-term debt                   134.1           131.5
                                             --------        --------
    Total current liabilities                 1,513.3         1,418.1

OTHER LIABILITIES:

Long-term debt                                  513.9           357.5
Other long-term liabilities                     302.5           292.5
                                             --------        --------
   Total other liabilities                      816.4           650.0

SHAREHOLDERS' EQUITY:

Preferred stock, $.01 par value, authorized
 25,000,000 shares, none issued                     -               -
Common  stock, $.01 par value, authorized
 125,000,000 shares, issued 84,573,557 and
 84,272,460 shares, respectively                  0.8             0.8
Capital in excess of par value                1,628.0         1,621.4
Accumulated deficit                            (597.0)         (653.0)
Accumulated other comprehensive income (loss)  (133.5)          (88.8)
Treasury stock at cost, 8,770,300 and
 8,286,400 shares, respectively                (244.3)         (229.8)
                                             --------        --------
   Total shareholders' equity                   654.0           650.6
   Total liabilities and shareholders'       --------        --------
    equity                                   $2,983.7        $2,718.7
                                             ========        ========




   The accompanying notes to consolidated financial statements
          are an integral part of these balance sheets.



                 MANPOWER INC. AND SUBSIDIARIES

        Consolidated Statements of Operations (Unaudited)
              (in millions, except per share data)

                                      3 Months Ended      6 Months Ended
                                         June 30,            June 30,
                                      2000      1999      2000      1999

Revenues from services              $2,714.1  $2,327.6  $5,282.4  $4,502.8
Cost of services                     2,236.3   1,922.9   4,358.6   3,717.8
                                    --------  --------  --------  --------
    Gross profit                       477.8     404.7     923.8     785.0

Selling and administrative expenses    408.1     377.3     803.6     720.8
                                    --------  --------  --------  --------
    Operating profit                    69.7      27.4     120.2      64.2

Interest and other expense              10.7       5.0      21.5       9.9
                                    --------  --------  --------  --------
    Earnings before income taxes        59.0      22.4      98.7      54.3

Provision for income taxes              21.0      (9.4)     35.1       1.9
                                    --------  --------  --------  --------
    Net earnings                    $   38.0  $   31.8  $   63.6  $   52.4
                                    ========  ========  ========  ========

Net earnings per share              $   0.50  $   0.41  $   0.84  $   0.67
                                    ========  ========  ========  ========

Net earnings per share - diluted    $   0.49  $   0.40  $   0.82  $   0.66
                                    ========  ========  ========  ========


Weighted average common shares          76.0      77.8      76.0      78.4
                                    ========  ========  ========  ========

Weighted average common shares -
 diluted                                77.1      78.5      77.2      79.2
                                    ========  ========  ========  ========

    The accompanying notes to consolidated financial statements
            are an integral part of these statements.



         Supplemental Systemwide Information (Unaudited)
                          (in millions)

                                      3 Months Ended      6 Months Ended
                                         June 30,            June 30,
                                      2000      1999      2000      1999

 Systemwide Sales                   $3,121.9  $2,756.1  $6,097.4  $5,318.5



   Systemwide information represents the total of Company-owned
                     branches and franchises.



                 MANPOWER INC. AND SUBSIDIARIES

        Consolidated Statements of Cash Flows (Unaudited)
                          (in millions)

                                                             6 Months Ended
                                                                June 30,
                                                             2000      1999

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net earnings                                           $  63.6    $  52.4
    Adjustments to reconcile net earnings to net cash
    Provided by operating activities:
      Depreciation and amortization                         35.4       33.2
      Deferred income taxes                                 (3.9)         -
      Provision for doubtful accounts                       12.3        6.5
      Changes in operating assets and liabilities:
        Accounts receivable                               (283.5)    (125.8)
        Other assets                                        (3.5)     (33.8)
        Other liabilities                                  154.7       83.7
                                                         --------   --------
        Cash (used) provided by operating activities       (24.9)      16.2
                                                         --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                                     (33.8)     (38.7)
  Proceeds from the sale of property and equipment           3.0       10.2
  Acquisitions of businesses, net of cash acquired        (157.5)      (2.5)
                                                         --------   --------
  Cash used by investing activities                       (188.3)     (31.0)
                                                         --------   --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net change in payable to banks                            (5.8)     (33.2)
  Proceeds from long-term debt                             273.0       61.2
  Repayment of long-term debt                             (105.9)      (4.8)
  Proceeds from stock option and purchase plans              6.6        5.0
  Repurchase of common stock                               (14.5)     (58.2)
  Dividends paid                                            (7.6)      (7.8)
                                                         --------   --------
  Cash provided (used) by financing activities             145.8      (37.8)
                                                         --------   --------
  Effect of exchange rate changes on cash                  (29.8)     (11.1)
                                                         --------   --------
  Net change in cash and cash equivalents                  (97.2)     (63.7)

  Cash and cash equivalents, beginning of period           241.7      180.5
                                                         --------   --------
  Cash and cash equivalents, end of period                $144.5     $116.8
                                                         ========   ========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Interest paid                                           $  7.8     $  7.6
                                                         ========   ========
  Income taxes paid                                       $ 28.6     $ 37.8
                                                         ========   ========

   The accompanying notes to consolidated financial statements
            are an integral part of these statements.



                 MANPOWER INC. AND SUBSIDIARIES

     Notes to Consolidated Financial Statements (Unaudited)
         For the Six Months Ended June 30, 2000 and 1999
              (in millions, except per share data)


(1) Basis of Presentation

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and
Exchange Commission, although the Company believes that the
disclosures are adequate to make the information presented not
misleading.  These consolidated financial statements should be
read in conjunction with the consolidated financial statements
included in the Company's 1999 Annual Report to Shareholders.

The information furnished reflects all adjustments that, in the
opinion of management, are necessary for a fair statement of the
results of operations for the periods presented.  Such
adjustments are of a normal recurring nature.

Certain amounts in the 1999 consolidated financial statements
have been reclassified to be consistent with the current year
presentation.

(2) Acquisitions

During January 2000, the Company acquired Elan Group Limited
("Elan"), a European specialty IT staffing company with
significant operations in the U.K. and several other countries
throughout the world.  As of June 30, 2000, the total
consideration paid for Elan was approximately $116.2.  In
addition, there is approximately $30.0 in deferred consideration
expected to be paid during 2001.  This transaction was accounted
for as a purchase and the excess of the purchase price over the
fair value of net assets acquired was recorded as intangible
assets.

Throughout the first six months of 2000, the Company also
acquired and invested in several companies throughout the world.
The total consideration paid for such transactions was $46.6 as
of June 30, 2000, the majority of which was recorded as
intangible assets.

(3) Income Taxes

The Company provided for income taxes during the first six months
of 2000 at a rate of 35.5%, which is equal to the estimated
annual effective tax rate based on the currently available
information.  This rate is higher than the U.S. Federal statutory
rate due to foreign tax rate differences and U.S. state income
taxes.

During the quarter ended June 30, 1999, the Company had a one-
time tax benefit of $15.7 in connection with the dissolution of a
non-operating subsidiary.

(4) Debt

Interest Rate Swaps

During June 2000, the Company entered into various interest rate
swap agreements in order to fix its interest costs on a portion
of its Euro and Yen denominated variable rate borrowings.  The
Euro interest rate swap agreements have a notional value of Euro
100.0 ($95.7), a weighted average fixed rate of 6.1% and expire
in 2010.  The Yen interest rate swap agreement has a notional
value of Yen 4,000.0 ($38.0), a fixed rate of 1.2% and expires in
2003.  These swap agreements have had an immaterial impact on the



recorded interest expense during 2000.  As of June 30, 2000, the
weighted average variable interest rate under the revolving
credit agreement was 3.1%.

Euro Notes

On March 7, 2000, the Company issued Euro 150.0 in unsecured
notes, due March 2005, with an effective interest rate of 6.3%.
Net proceeds of $143.1 from the issuance were used to repay
amounts under the Company's unsecured revolving credit agreement.

(5) Earnings Per Share

The calculations of net earnings per share and net earnings per
share - diluted are as follows:

                                    3 Months Ended     6 Months Ended
                                       June 30,           June 30,
                                    2000     1999      2000     1999
  Net earnings per share:
    Net earnings available to
      common shareholders          $ 38.0   $ 31.8   $ 63.6    $ 52.4
    Weighted average common shares
      outstanding                    76.0     77.8     76.0      78.4
                                   ------   ------   ------    ------
                                   $ 0.50   $ 0.41   $ 0.84    $ 0.67
                                   ======   ======   ======    ======

  Net earnings per share - diluted:
    Net earnings available to
       common shareholders         $ 38.0   $ 31.8   $ 63.6    $ 52.4

    Weighted average common
       shares outstanding            76.0     77.8     76.0      78.4
    Effect of dilutive stock options  1.1      0.7      1.2       0.8
                                   ------   ------   ------    ------
                                     77.1     78.5     77.2      79.2
                                   ------   ------   ------    ------
                                   $ 0.49   $ 0.40   $ 0.82    $ 0.66
                                   ======   ======   ======    ======

(6) Retirement Plans

On February 29, 2000, the Company froze all benefits in each of
its U.S. defined benefit pension plans.  The Company also offered
a voluntary early retirement package and certain other benefits
to eligible employees.  These benefits are expected to be paid
from the respective defined benefit pension plans.  In addition,
the Company will no longer provide medical and dental benefits
under its U.S. retiree health care plan to newly retired
employees who, as of January 1, 2000, were under the age of 45 or
had less than five years of service.  The net impact of these
plan changes were not material to the consolidated financial
statements.



(7) Shareholders' Equity

Total comprehensive income (loss) consists of net earnings and
foreign currency translation adjustments and is as follows:

                                         3 Months Ended  6 Months Ended
                                             June 30,       June 30,
                                          2000     1999   2000    1999

  Net earnings                           $ 38.0  $ 31.8  $ 63.6  $ 52.4
  Foreign currency translation
   adjustments                            (19.0)  (20.9)  (44.7)  (62.2)
                                         ------- ------- ------- -------
    Total comprehensive income (loss)    $ 19.0  $ 10.9  $ 18.9  $ (9.8)
                                         ======= ======= ======= =======

On April 17, 2000, the Company's Board of Directors declared a
cash dividend of $0.10 per share which was paid on June 14, 2000
to shareholders of record on June 2, 2000.

(8) Interest and Other Expense

Interest and other expense consists of the following:

                                      3 Months Ended   6 Months Ended
                                         June 30,         June 30,
                                       2000    1999     2000    1999

  Interest expense                    $ 7.9   $ 3.9    $15.8   $ 7.8
  Interest income                      (1.7)   (1.9)    (3.7)   (4.1)
  Foreign exchange losses (gains)       0.2    (0.1)     1.3     0.9
  Loss on sale of accounts receivable   2.1     2.3      5.2     4.6
  Miscellaneous, net                    2.2     0.8      2.9     0.7
                                      -----   -----    -----   -----
  Total                               $10.7   $ 5.0    $21.5   $ 9.9
                                      =====   =====    =====   =====




(9) Segment Information

Segment information is as follows:

                                       3 Months Ended       6 Months Ended
                                          June 30,             June 30,
                                       2000     1999         2000    1999
  Revenues from services:
    United States  (a)             $  609.6  $  560.1    $1,173.5  $1,075.9
    France                          1,021.0     893.3     1,934.6   1,721.4
    United Kingdom                    347.2     264.7       712.2     537.5
    Other Europe                      459.8     397.1       919.3     758.1
    Other Countries                   276.5     212.4       542.8     409.9
                                   --------  --------    --------  --------
                                   $2,714.1  $2,327.6    $5,282.4  $4,502.8
                                   ========  ========    ========  ========


  Operating Unit Profit:
    United States                  $   23.0  $   21.0    $   38.5  $   34.3
    France                             31.5      21.3        52.3      34.7
    United Kingdom                      9.6       7.5        17.6      14.3
    Other Europe                       17.8      15.3        32.5      25.4
    Other Countries                     1.5       1.2         5.1       3.7
                                   --------  --------    --------  --------
                                       83.4      66.3       146.0     112.4
  Corporate expenses                   10.4       9.2        18.9      16.9
  Amortization of intangible assets     3.3       1.7         6.9       3.3
  Non-recurring expenses  (b)             -      28.0           -      28.0
  Interest and other expense           10.7       5.0        21.5       9.9
                                   --------  --------    --------  --------
     Earnings before income taxes  $   59.0  $   22.4    $   98.7  $   54.3
                                   ========  ========    ========  ========


  (a)  Total systemwide sales in the United States, which
       includes sales of Company-owned branches and franchises,
       were $965.3 and $930.5 for the three months ended June 30,
       2000 and 1999, respectively, and $1,887.3 and $1,780.9 for
       the six months ended June 30, 2000 and 1999, respectively.

  (b)  Represents non-recurring items ($16.4 after tax) in the
       second quarter of 1999 related to employee severances,
       retirement costs and other associated realignment costs.



Item 2 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Operating Results - Three Months Ended June 30, 2000 and 1999

Revenues increased 16.6% to $2,714.1 million for the second
quarter of 2000.  Revenues were unfavorably impacted by changes
in currency exchange rates during the second quarter of 2000 due
to the strengthening of the U.S. Dollar, as compared to the
second quarter of 1999, relative to the currencies in most of the
Company's non-U.S. markets.  At constant exchange rates, the
increase in revenues would have been 24.8%.  Volume, as measured
by billable hours of branch operations, increased 17.1% in the
quarter.  All of the Company's major markets experienced revenue
increases, as measured in their local currencies, including the
United States (8.8%), France (29.3%) and the United Kingdom
(37.6%).  The revenue increase in the United Kingdom was
favorably impacted by the Elan acquisition (see Note 2 to the
consolidated financial statements). The Company's Other Europe
and Other Countries segments reported constant currency revenue
increases of 28.3% and 25.9%, respectively.

Gross profit, which represents revenues less payroll and related
expenses of temporary workers, increased as a percent of revenues
to 17.6% in the second quarter of 2000 from 17.4% in the second
quarter of 1999.  This increase is primarily due to increased
margins in France as a result of enhanced pricing.

Selling and administrative expenses were 15.0% of revenues in the
second quarter of 2000, which is equal to the second quarter of
1999 excluding the non-recurring items incurred during that
period.  This expense level was maintained despite an increase in
France's business tax (taxe professionnelle) and continued
investments in new or expanding markets.

Interest and other expense was $10.7 million in the second
quarter of 2000 compared to $5.0 million in the second quarter of
1999.  This increase is primarily due to an increase in interest
expense related to the higher borrowing levels needed to finance
the acquisitions made throughout 2000, the continued investments
in new or expanding markets and the share repurchase program.

The Company provided for income taxes during the second quarter
of 2000 at a rate of  35.5%, which is equal to the estimated
annual effective tax rate based on the currently available
information.  This rate is higher than the U.S. Federal statutory
rate due to foreign tax rate differences and U.S. state income
taxes.  During the three month period ended June 30, 1999, the
Company had a one-time tax benefit of $15.7 million in connection
with the dissolution of a non-operating subsidiary.

On a diluted basis, net earnings per share was $0.49 in the
second quarter of 2000 compared to $0.40 in the second quarter of
1999.  The net earnings per share, on a diluted basis, for the
second quarter of 2000 was negatively impacted by $0.06 due to
changes in exchange rates.  Excluding the non-recurring items and
one-time income tax gain in the second quarter of 1999, net
earnings per share on a diluted basis would have been $0.41.  The
diluted weighted average shares decreased by 1.7% for the quarter
due to the effect of the Company's treasury stock purchases,
which was partially offset by an increased number of dilutive
stock options because of the higher average share price during
the second quarter of 2000 compared to the second quarter of
1999.

Operating Results - Six Months Ended June 30, 2000 and 1999

Revenues increased 17.3% to $5,282.4 million for the first six
months of 2000.  Revenues were unfavorably impacted by changes in
currency exchange rates during the first six months of 1999 due
to the strengthening of the U.S. Dollar, as compared to the first
six months of 1999, relative to the currencies in most of the
Company's non-U.S. markets.  At constant exchange rates, the
increase in revenues would have been 25.3%.  Volume, as measured
by billable hours of branch operations, increased 16.9% in the
first six month period of 2000 compared to 1999.  All of the
Company's major markets experienced revenue increases, as
measured in their local currencies, including the United States
(9.1%), France (27.5%) and the United Kingdom (36.9%).  The
revenue increase in the United Kingdom was favorably impacted by
the Elan acquisition (see Note 2 to the consolidated financial
statements). The Company's



Other Europe and Other Countries
segments reported constant currency revenue increases of 34.3%
and 27.1%, respectively.

Gross profit, which represents revenues less payroll and related
expenses of temporary workers, increased as a percent of revenues
to 17.5% in the first six months of 2000 from 17.4% for the same
period in 1999.  This increase is primarily due to increased
margins in France as a result of enhanced pricing.

Selling and administrative expenses were 15.2% of revenues in the
first six months of 2000 compared to 15.4% for the same period in
1999 excluding the non-recurring items incurred during that
period.  This expense level was maintained despite an increase in
France's business tax (taxe professionnelle) and continued
investments in new or expanding markets.

Interest and other expense was $21.5 million in the first six
months of 2000 compared to $9.9 million during the same period in
1999.  This increase is primarily due to an increase in interest
expense related to the higher borrowing levels needed to finance
the acquisitions made throughout 2000, the continued investments
in new or expanding markets and the share repurchase program.

The Company provided for income taxes during the first six months
of 2000 at a rate of  35.5%, which is equal to the estimated
annual effective tax rate based on the currently available
information.  This rate is higher than the U.S. Federal statutory
rate due to foreign tax rate differences and U.S. state income
taxes.  During the six month period ended June 30, 1999, the
Company had a one-time tax benefit of $15.7 million in connection
with the dissolution of a non-operating subsidiary.

On a diluted basis, net earnings per share was $0.82 for the
first six months of 2000 compared to $0.66 for the same period in
1999. The net earnings per share, on a diluted basis, for the
first six months of 2000 was negatively impacted by $0.11 due to
changes in exchange rates.  Excluding the non-recurring  items
and one-time income tax gain in the first six months of 1999, net
earnings per share on a diluted basis would have been $0.67.  The
diluted weighted average shares decreased by 2.5% for the first
six months of 2000 due to the Company's treasury stock purchases,
which was partially offset by an increased number of dilutive
stock options because of the higher average share price during
the first six months quarter of 2000 compared to the first six
months of 1999.

Liquidity and Capital Resources

Cash used by operating activities was $24.9 million in the first
six months of 2000 compared to cash provided by operating
activities of $16.2 million in the first six months of 1999.
This change reflects the change in working capital requirements
between periods offset by the increased earnings in the first six
months of 2000.  Cash provided by operating activities before the
changes in working capital requirements was $107.4 million in the
first six months of 2000 compared to $92.1 million in the first
six months of 1999.  Cash used by changes in working capital was
$132.3 million and $75.9 million in the first six months of 2000
and 1999, respectively.

Capital expenditures were $33.8 million in the first six months
of 2000 compared to $38.7 million during the first six months of
1999.  These expenditures were primarily comprised of purchases
of computer equipment, office furniture and other costs related
to office openings and refurbishments.

During January 2000, the Company acquired Elan Group Limited
("Elan"), a European specialty IT staffing company with
significant operations in the U.K. and several other countries
throughout the world.  As of June 30, 2000, the total
consideration paid for Elan was approximately $116.2 million.  In
addition, there is approximately $30.0 million in deferred
consideration expected to be paid during 2001.

During the first six months of 2000, the Company also acquired
and invested in several companies throughout the world.  The
total consideration paid for such transactions was $46.6 million
as of June 30, 2000, the majority of which was recorded as
intangible assets.



Net cash provided from additional borrowings was $161.3 million
and $23.2 million in the first six months of 2000 and 1999,
respectively.  The additional borrowings in 2000 were primarily
used to fund the acquisitions and investments made throughout
2000, to support the working capital growth and to repurchase the
Company's common stock.  The Company repurchased 483,900 shares
at a cost of $14.5 million during the first six months of 2000.
The additional borrowings in 1999 were primarily used to support
the working capital growth and to repurchase the Company's common
stock.

Accounts receivable increased to $2,121.7 million at  June 30,
2000  from  $1,897.6  million  at  December 31, 1999.  This
increase is partially due to a $100.0 million reduction in the
amount advanced under the Company's U.S. Receivable Facility from
December 31, 1999 to June 30, 2000.  The remaining increase is
due to the growth in many of the Company's foreign markets and
the impact of recent acquisitions, offset by the impact of
changes in exchange rates.  At constant currency, the June 30,
2000 receivable balance would have been $94.4 million higher.

As of June 30, 2000, the Company had borrowings of $151.4 million
and letters of credit of $59.0 million outstanding under its
$415.0 million U.S. revolving credit facility, and borrowings of
$7.0 million outstanding under its U.S. commercial paper program.
The commercial paper borrowings have been classified as long-term
debt due to the availability to refinance them on a long-term
basis under the revolving credit facility.

During June 2000, the Company entered into various interest rate
swap agreements in order to fix its interest costs on a portion
of its Euro and Yen denominated variable rate borrowings.  The
Euro interest rate swap agreements have a notional value of Euro
100.0 million ($95.7 million), a weighted average fixed rate of
6.1% and expire in 2010.  The Yen interest rate swap agreement
has a notional value of Yen 4.0 billion ($38.0 million), a fixed
rate of 1.2% and expires in 2003.  These swap agreements have had
an immaterial impact on the recorded interest expense during
2000.  As of June 30, 2000, the weighted average variable
interest rate under the revolving credit agreement was 3.1%.

On March 7, 2000, the Company issued Euro 150.0 million in
unsecured notes, due March 2005, with an effective interest rate
of 6.3%.  Net proceeds of $143.1 million from the issuance were
used to repay amounts under the Company's unsecured revolving
credit facility.

The Company and some of its foreign subsidiaries maintain
separate lines of credit with foreign financial institutions to
meet short-term working capital needs.  As of June 30, 2000, such
lines totaled
$167.7 million, of which $39.3 million was unused.

The Euro

On January 1, 1999, eleven of the fifteen member countries of the
European Union (the "participating countries") established fixed
conversion rates between their existing sovereign currencies (the
"legacy currencies") and the Euro and have agreed to adopt the
Euro as their common legal currency.  The legacy currencies will
remain legal tender in the participating countries as
denominations of the Euro between January 1, 1999 and January 1,
2002 (the "transition period").  During the transition period,
public and private parties may pay for goods and services using
either the Euro or the participating country's legacy currency.
Beginning on January 1, 2002, Euro-denominated bills and coins
will be issued and legacy currencies will be withdrawn from
circulation.

The Company has significant operations in many of the
participating countries and is currently assessing the impact of
the Euro on its business operations.  Since the Company's labor
costs and prices are generally determined on a local basis, the
near-term impact of the Euro is expected to be primarily related
to making internal information systems modifications to meet
customer invoicing and financial reporting requirements.  Such
modifications relate to converting currency values and to
operating in a dual currency environment during the transition
period.  Modifications of internal information systems will occur
throughout the transition period and will be coordinated with
other system-related upgrades and enhancements.



On a long-term basis, the Company believes that the introduction
of the Euro may cause a greater level of price harmonization
between participating countries, notwithstanding certain country-
specific costs.  In addition, the Company expects to begin paying
permanent employees and temporary workers in the participating
countries in Euro during 2001.

The Company will account for all related system modification
costs in accordance with its existing policy and does not expect
such costs to be material to the Company's consolidated financial
statements.

Forward-Looking Statements

Certain information included or incorporated by reference in this
filing and identified by use of the words "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.  In
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 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
  and the expansion into new markets or service lines
* ability to successfully invest in and implement information
  systems
* unanticipated technological changes, including obsolescence
  or impairment of information systems
* changes in customer attitudes toward the use of staffing
  services
* government, tax or regulatory policies adverse to the
  employment services industry
* general economic conditions in international markets
* interest rate and exchange rate fluctuations
* difficulties related to acquisitions, including integrating
  the acquired companies and achieving the expected benefits

The Company disclaims any obligation to update publicly or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

The Company's 1999 annual report on Form 10-K contains certain
disclosures about market risks affecting the Company.  There have
been no material changes to the information provided which would
require additional disclosures as of the date of this filing.



                   PART II - OTHER INFORMATION


Item 4 - Submission of Matters to a Vote of Security Holders

On April 17, 2000, at the Company's Annual Meeting of
Shareholders (the "Annual Meeting") the shareholders of the
Company voted to: (1) Elect three directors to serve until 2003
as Class I directors, (2) approve the performance-based incentive
compensation arrangement for the Company's President and Chief
Executive Officer and (3) ratify the appointment of Arthur
Andersen LLP as the Company's independent auditors for 2000.  In
addition, Messrs. J. Ira Harris, Terry A. Hueneke, Newton N.
Minow and Gilbert Palay continued as Class II directors (term
expiring 2001), and Messrs. Dudley J. Godfrey, Jr. and Marvin B.
Goodman continued as Class III directors (term expiring 2002).
The results of the proposals voted upon at the Annual Meeting are
as follows:

                                                                   Broker
                              For     Against   Withheld   Abstain  Non-Vote

1.   a) Election of
        Dennis Stevenson   53,315,815      -   10,894,092        -         -

     b) Election of
        John R. Walter     62,047,636      -    2,162,271        -         -

     c) Election of
        Jeffery A. Joerres 62,063,129      -    2,146,778        -         -

2. Approval of
   performance-based
   incentive compensation
   arrangement for the
   Company's President and
   Chief Executive Officer 63,225,359  824,445         -   160,103        -

3. Ratification of
   Arthur Andersen LLP as
   independent auditors    64,154,307   26,827         -    28,773        -


Item 6 - Exhibits and Reports on Form 8-K

  (a)  Exhibits

       27     Financial Data Schedule

  (b)  Reports on Form 8-K

     The Company filed one current report on Form 8-K dated
     April 18, 2000 with respect to Item 5 - Other Events.




                           SIGNATURES


Pursuant to the requirements 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.
                                       ----------------
                                         (Registrant)





Date: August 11, 2000         /s/ Michael J. Van Handel
                              ---------------------------
                              Michael J. Van Handel
                              Senior Vice President, Chief
                              Financial Officer and Secretary
                              (Signing on behalf of the
                              Registrant and as the Principal
                              Financial Officer and Principal
                              Accounting Officer)




 



5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF THE REGISTRANT AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. ALL AMOUNTS BELOW, EXCEPT FOR EPS FIGURES, HAVE BEEN ROUNDED TO THE NEAREST HUNDRED. 1,000 6-MOS DEC-31-2000 JUN-30-2000 144,500 0 2,121,700 53,000 0 2,383,100 429,400 249,600 2,983,700 1,513,300 513,900 0 0 800 653,200 2,983,700 0 5,282,400 0 4,358,600 0 12,300 15,800 98,700 35,100 63,600 0 0 0 63,600 0.84 0.82