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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. ___
8
(A fee is not being paid with this statement)
MANPOWER INC.
___________________________________________________
(Issuer)
COMMON SHARES
___________________________________________________
(Title of Class of Securities)
56418H100
___________________________________________________
(Cusip Number)
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all
other provisions of the Act.
John P. Elterich
Investment Department
State Farm Insurance Companies
One State Farm Plaza
Bloomington, IL 61710
(309) 766-9835
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13G
1. Name of Reporting Person and I.R.S. Identification No.:
State Farm Mutual Automobile Insurance Company 37-0533100
2. Member of a Group: (a)_____(b)__X__
3. SEC USE ONLY:
4. Citizenship or Place of Organization: Illinois
5. Sole Voting Power: 6,160,000
6. Shared Voting Power: 0
7. Sole Dispositive Power: 6,160,000
8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by each Reporting person: 6,160,000
10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____
11. Percent of Class Represented by Amount in Row 9: 7.77 %
12. Type of Reporting Person: IC
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Item 1(a) and (b). Name and Address of Issuer:
__________________________
MANPOWER INC.
5301 NORTH IRONWOOD RD.
P.O. BOX 2053
MILWAUKEE, WISC. 53201
Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance
_____________________
Company and related entities; See Item 8
and Exhibit A
Item 2(b). Address of Principal Business Office: One State Farm Plaza
____________________________________
Bloomington, IL 61710
Item 2(c). Citizenship: United States
___________
Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above.
_____________________________________________
Item 3. This Schedule is being filed, in accordance with 240.13d-1(b).
_____________________________________________________________
See Exhibit A attached.
Item 4(a). Amount Beneficially Owned: 6,160,000 shares on 12/31/1998
_________________________
Item 4(b). Percent of Class: 7.77 percent pursuant to Rule 13d-3(d)(1).
________________
Item 4(c). Number of shares as to which such person has: The persons
____________________________________________
identified in Exhibit A hereto have sole power to vote or to
direct the vote and to dispose or to direct the disposition of all
shares reported hereby.
Item 5. Ownership of Five Percent or less of a Class: Not Applicable.
____________________________________________
Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A
_______________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security being Reported on by the Parent Holding Company: N/A
________________________________________________________
Item 8. Identification and Classification of Members of the Group:
_________________________________________________________
See Exhibit A attached.
Item 9. Notice of Dissolution of Group: N/A
______________________________
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Item 10. Certification. The undersigned certify that, to the best of
his knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature. After reasonable inquiry and to the best of his
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete and
correct.
01/28/1999 STATE FARM MUTUAL AUTOMOBILE
_________________________________
Date INSURANCE COMPANY
STATE FARM LIFE INSURANCE COMPANY
STATE FARM FIRE AND CASUALTY
COMPANY
STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT
EMPLOYEE RETIREMENT TRUST CORP.
STATE FARM INSURANCE COMPANIES STATE FARM GROWTH FUND, INC.
SAVINGS AND THRIFT PLAN FOR
U.S. EMPLOYEES STATE FARM BALANCED FUND, INC.
_________________________________ /s/ Paul N. Eckley
_________________________________
Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President
each of the above of each of the above
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EXHIBIT A
This Exhibit lists the entities affiliated with State Farm Mutual
Automobile Insurance Company which might be deemed to constitute a
"group" with regard to the ownership of shares reported herein. By
way of explanation, State Farm Mutual Automobile Insurance Company is
the parent of wholly owned subsidiaries, State Farm Life Insurance
Company, which is the parent of the wholly owned subsidiary State Farm
Life and Accident Assurance Company, and State Farm Fire and Casualty
Company, which in turn is the parent of the wholly owned subsidiary
State Farm Investment Management Corp. State Farm Investment
Management Corp. acts as the investment advisor to State Farm Growth
Fund, Inc. and State Farm Balanced Fund, Inc. The Investment
Committees of the Board of Directors of each of the insurance
companies and of the State Farm Investment Management Corp. and the
Trustees of the State Farm Insurance Companies Employee Retirement
Trust and State Farm Insurance Companies Savings and Thrift Plan for
U.S. Employees are vested with the responsibility for investing the
assets of the companies, the Funds, the Trust, and the Equities
Account and the Balanced Account of the State Farm Insurance Companies
Savings and Thrift Plan for U.S. Employees. State Farm Mutual
Automobile Insurance Company employs all personnel of the Investment
Department. State Farm Investment Management Corp. has a written
agreement with State Farm Mutual Automobile Insurance Company whereby
the Investment Department personnel assist State Farm Investment
Management Corp. in its duties as investment advisor to the Funds.
Investment actions taken by the Investment Department are ratified by
the Investment Committees of the Boards of Directors of the insurance
companies and the Management Corporation and by the Trustees of the
Trust and the Plan. Certain members of the Investment Department also
execute voting proxies from time to time but in situations where a
vote contrary to that of management on a major policy matter is under
consideration, approval of the Investment Committees of the Boards of
Directors of the Companies involved is first obtained.
Pursuant to Rule 13d-4 each person listed in the table below
expressly disclaims "beneficial ownership" as to all shares as to
which such person has no right to receive the proceeds of sale of the
security and disclaims that it is part of a "group".
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Number of
on Proceeds
Classification on Proceeds
Name Under Item 3 of Sale
____ ______________ ____________
State Farm Mutual Automobile Insurance Company IC 6,160,000 shares
State Farm Life Insurance Company IC 0 shares
State Farm Life and Accident Assurance Company IC 0 shares
State Farm Fire and Casualty Company IC 0 shares
State Farm Investment Management Corp. IA 0 shares
State Farm Growth Fund, Inc. IV 0 shares
State Farm Balanced Fund, Inc. IV 0 shares
State Farm Insurance Companies Employee
Retirement Trust EP 0 shares
State Farm Insurance Companies Savings and
Thrift Plan for U.S. Employees EP
Equities Account 0 shares
Balanced Account 0 shares
-----------------
6,160,000 shares