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                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                SCHEDULE 13G

                 Under the Securities Exchange Act of 1934
                          (Amendment No.       )*
                                         ------

                               Manpower Inc.
                     ----------------------------------
                              (Name of Issuer)

                                  Common
                     ----------------------------------
                       (Title of Class of Securities)

                                 56418H100
                     ----------------------------------
                              (CUSIP Number)

   Check the  following box if a fee is being paid with this statement / /.  (A
fee is not required only if the filing person:  (1) has a previous statement on
file reporting  beneficial  ownership of more than five percent of the class of
securities  described in Item 1;  and (2)  has  filed no  amendment  subsequent
thereto reporting  beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)

   *The remainder of  this cover  page  shall  be  filled  out  for a reporting
person's  initial  filing on this  form with  respect to the  subject  class of
securities,  and for any  subsequent  amendment  containing  information  which
would alter the disclosures provided in a prior cover page.

   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  (however, see
the Notes).


                        (Continued on following page(s))


                              Page 1 of  3  Pages
                                        --- 



CUSIP No. 56418H100                   13G           Page 2 of 3 Pages
          ---------                                 

- -------------------------------------------------------------------------------
 (1) Names of Reporting Persons.  S.S. or I.R.S. Identification Nos. of Above
     Persons

                PRIMECAP Management Company         95-3868081
- -------------------------------------------------------------------------------
 (2) Check the Appropriate Box if a Member     (a)  / /
     of a Group*                               (b)  / /
- -------------------------------------------------------------------------------
 (3) SEC Use Only

- -------------------------------------------------------------------------------
 (4) Citizenship or Place of Organization
                 225 So. Lake Avenue #400, Pasadena, Ca 91101-3005
- -------------------------------------------------------------------------------
Number of Shares              (5) Sole Voting
 Beneficially                       Power           1,350,300
 Owned by                    --------------------------------------------------
 Each Reporting               (6) Shared Voting
 Person With                        Power            -0-
                             --------------------------------------------------
                              (7) Sole Dispositive
                                    Power           1,350,300
                             --------------------------------------------------
                              (8) Shared Dispositive
                                    Power           2,770,000
- -------------------------------------------------------------------------------
 (9) Aggregate Amount Beneficially Owned by Each Reporting Person
                       4,120,300
- -------------------------------------------------------------------------------
(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares*

- -------------------------------------------------------------------------------
(11) Percent of Class Represented by Amount in Row (9)
                          5.21%
- -------------------------------------------------------------------------------
(12) Type of Reporting Person*
                           IA
- -------------------------------------------------------------------------------
                    *SEE INSTRUCTION BEFORE FILLING OUT!

                             Page  2  of  3  Pages 
                                  ---    ---       


(c)   Number of shares as to which such person has:

        (i)  sole power to vote or to direct the vote
       (ii)  shared power to vote or to direct the vote
      (iii)  sole power to dispose or to direct the disposition of
       (iv)  shared power to dispose or to direct the disposition of

INSTRUCTION: For computations regarding securities which represent a right to 
             acquire an underlying security see Rule 13d-3(d)(1).

ITEM 5.  OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

    If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following.  / /

INSTRUCTION: Dissolution of a group requires a response to this item.

ITEM 6.  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

    If any other person is known to have the right to receive or the power to 
direct the receipt of dividends from, or the proceeds from the sale of, such 
securities, a statement to that effect should be included in response to this 
item and, if such interest relates to more than five percent of the class, 
such person should be identified. A listing of the shareholders of an 
investment company registered under the Investment Company Act of 1940 or the 
beneficiaries of employee benefit plan, pension fund or endowment fund is not 
required.

ITEM 7.  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
         THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

    If a parent holding company has filed this schedule, pursuant to Rule 
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating 
the identity and the Item 3 classification of the relevant subsidiary. If a 
parent holding company has filed this schedule pursuant to Rule 13d-1(c), 
attach an exhibit stating the identification of the relevant subsidiary.

ITEM 8.  IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

    If a group has filed this schedule pursuant to Rule 13d-(b)(ii)(H), so 
indicate under Item 3(h) and attach an exhibit stating the identity and Item 
3 classification of each member of the group. If a group has filed this 
schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identity 
of each member of the group.

ITEM 9.  NOTICE OF DISSOLUTION OF GROUP

   Notice of dissolution of a group may be furnished as an exhibit stating 
the date of the dissolution and that all further filings with respect to 
transactions in the security reported on will be filed, if required, by 
members of the group, in their individual capacity. See Item 5.

ITEM 10.  CERTIFICATION

   The following certification shall be included if the statement is filed 
pursuant to Rule 13d-1(b):
   By signing below I certify that, to the best of my 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 purposes or effect.


                                  SIGNATURE

    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                                                   January 31, 1999
                                       ----------------------------------------
                                                         Date

                                                /s/ THEO KOLOKOTRONES
                                       ----------------------------------------
                                                      Signature

                                            Theo A. Kolokotrones, President
                                       ----------------------------------------
                                                      Name/Title