Manpower Inc.

                                 Common Stock

            This Prospectus relates to up to 87,836 shares of common
      stock, $.01 par value per share (the "Shares"), of Manpower Inc.
      (the "Company") which may be offered from time to time by the
      selling shareholders named herein (the "Selling Shareholders"). 
      The Company will not receive any of the proceeds from the sale of
      the Shares.  The Company will bear the costs relating to the
      registration of the Shares, estimated to be approximately

            The Shares may be offered for sale from time to time by the
      Selling Shareholders named herein, or by their pledgees, donees,
      transferees or other successors in interest, to or through
      underwriters or directly to other purchasers or through agents in
      one or more transactions on or through the facilities of the New
      York Stock Exchange, Inc. ("NYSE"), in the over-the-counter
      market, in one or more private transactions, or in a combination
      of such methods of sale, at prices and on terms then prevailing,
      at prices related to such prices, or at negotiated prices.  A
      Selling Shareholder may pledge all or a portion of the Shares
      owned by it as collateral in loan transactions.  Upon default by a
      Selling Shareholder, the pledgee in such loan transaction would
      have the same rights of sale as a Selling Shareholder under this
      Prospectus.  A Selling Shareholder may also transfer Shares owned
      by it by gift, and upon any such transfer the donee would have the
      same rights of sale as such Selling Shareholder under this
      Prospectus.  The Selling Shareholders and any brokers and dealers
      through whom sales of the Shares are made may be deemed to be
      "underwriters" within the meaning of the Securities Act of 1933,
      as amended (the "Securities Act"), and the commissions or
      discounts and other compensation paid to such persons may be
      regarded as underwriters' compensation.

            The Shares are included for quotation on the NYSE under the
      symbol "MAN".  On July 16, 1996, the last sale price of the Common
      Stock as reported on the NYSE was $33.00 per share.



                 The date of this Prospectus is July 17, 1996 

            No person has been authorized to give any information or to
      make on behalf of the Company any representations, other than
      those contained in this Prospectus, in connection with the offer
      made hereby, and, if given or made, such other information or
      representation must not be relied upon as having been authorized
      by the Company.  This Prospectus does not constitute an offer to
      sell, or a solicitation of an offer to buy, any security other
      than the securities offered hereby, or an offer to sell or
      solicitation of any offer to buy such securities in any
      jurisdiction in which such offer or solicitation is not qualified
      or to any person to whom such offer or solicitation would be
      unlawful.  Neither the delivery of this Prospectus nor any sale
      made hereunder shall under any circumstances create any
      implication that there has been no change in the affairs of the
      Company since the date hereof or that the information contained or
      incorporated by reference herein is correct as of any date
      subsequent to the date hereof.



            The following documents filed by the Company with the
      Securities and Exchange Commission (the "Commission") pursuant to
      the Securities Exchange Act of 1934, as amended (the "Exchange
      Act"), are incorporated in this Prospectus by reference:

                  (1) the Company's Annual Report on Form 10-K for the
            year ended December 31, 1995;

                  (2) the Company's Quarterly Report on Form 10-Q for
            the quarter ended March 31, 1996; and

                  (3) the description of the Company's Common Stock
            contained in the Company's Registration Statement on Form 8-
            A filed with the Commission on January 22, 1991 pursuant to
            Section 12 of the Exchange Act, including any amendment or
            report filed for the purpose of updating such description.

            All reports and other documents subsequently filed by the
      Company pursuant to Section 13, 14 or 15(d) of the Exchange Act
      and prior to the termination of the offering of the Common Stock
      offered hereby shall be deemed to be incorporated by reference
      into this Prospectus and to be a part hereof.  Such documents, and
      the documents listed above, are hereinafter referred to as
      "Incorporated Documents."  Any statement contained herein or in an
      Incorporated Document shall be deemed to be modified or superseded
      for purposes of this Prospectus to the extent that a statement
      contained herein or in any other subsequently filed Incorporated
      Document modifies or supersedes such statement.  Any such 
      statement so modified or superseded shall not be deemed, except as
      so modified or superseded, to constitute a part of this

            The information relating to the Company contained in this
      Prospectus summarizes, is based upon, or refers to, information
      and financial statements contained in one or more Incorporated
      Documents; accordingly, such information contained herein is
      qualified in its entirety by reference to Incorporated Documents
      and should be read in conjunction therewith.

            The Company will provide without charge to each person to
      whom a copy of this Prospectus has been delivered, upon the
      written or oral request of any such person, a copy of any or all
      of the Incorporated Documents, other than exhibits to such
      documents (unless such exhibits are specifically incorporated by
      reference into such documents).  Requests for such copies should
      be directed to Corporate Secretary, Manpower Inc., 5301 North
      Ironwood Road, Milwaukee, Wisconsin 53217; telephone: (414) 961-

                                  THE COMPANY

            The Company is a holding company whose principal operating
      subsidiary is Manpower Wisconsin Inc. ("Manpower"), formerly known
      as Manpower International Inc.  Manpower is the largest non-
      governmental employment services organization in the world,(1)
      with over 2,400 offices in 41 countries.  Manpower is primarily
      engaged in temporary help, 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.

            Additional information regarding the Company, including the
      audited financial statements of the Company and a description of
      the Company's Common Stock, is contained in the Incorporated
      Documents.  See "Incorporation of Certain Documents by Reference."

            The executive offices of the Company are located at 5301
      North Ironwood Road, Milwaukee, Wisconsin 53217; its telephone
      number at such address is (414) 961-1000.


      (1)   Based on publicly available information, including annual
            reports to shareholders, filings with governmental agencies
            and investment analysts reports. 

                                USE OF PROCEEDS

            The Company will not receive any proceeds from the sale of
      the Shares by the Selling Shareholders.

                             SELLING SHAREHOLDERS

            The following information regarding the Common Stock offered
      hereby has been provided to the Company by the Selling
      Shareholders identified below and reflects information concerning
      beneficial ownership of Common Stock as of the date of this
      Prospectus.  All of the shares of Common Stock offered hereby were
      acquired by the Selling Shareholders in connection with the
      Company's acquisition of Manpower Incorporated of Reading, a
      temporary help business.

                                          Shares Owned
                 Name of                    Prior to          Shares 
           Selling Shareholder           this Offering   Offered Hereby (2)

            Walter Kiebach                  80,781(1)          72,612
            Franklin Rothenberger           16,937(1)          15,224


      (1)   Includes 8,169 and 1,713 Shares beneficially owned by
            Messrs. Kiebach and Rothenberger, respectively, and held
            pursuant to an escrow agreement until February 1997.

      (2)   Some or all of the Shares covered by this Prospectus may be
            offered from time to time on a delayed or continuing basis
            by a Selling Shareholder.

                             PLAN OF DISTRIBUTION

            Any distribution of the Shares by a Selling Shareholder, or
      by pledgees, donees, transferees or other successors in interest,
      may be effected from time to time in one or more of the following
      transactions: (a) to underwriters who will acquire the Shares for
      their own account and resell them in one or more transactions,
      including negotiated transactions, at a fixed public offering
      price or at varying prices determined at the time of sale (any
      public offering price and any discount or concessions allowed or
      reallowed or paid to dealers may be changed from time to time);
      (b) through brokers, acting as principal or agent, in transactions
      (which may involve crosses and block transactions) on or through
      the facilities of the NYSE, other exchanges, in the over-the-
      counter market, in special offerings, or otherwise, at market 
      prices prevailing at the time of sale, at prices related to such
      prevailing market prices, at negotiated prices or at fixed prices;
      or (c) directly or through brokers or agents in private sales at
      negotiated prices, or by any other legally available means.

            A Selling Shareholder and any such underwriters, brokers,
      dealers or agents, upon effecting the sale of the Shares, may be
      deemed "underwriters" as that term is defined by the Securities

            Underwriters participating in any offering made pursuant to
      this Prospectus (as amended or supplemented from time to time) may
      receive underwriting discounts and commissions, and discounts or
      concessions may be allowed or reallowed or paid to dealers, and
      brokers or agents participating in such transactions may receive
      brokerage or agent's commissions or fees.

            In order to comply with the securities laws of certain
      states, if applicable, the Shares will be sold in such
      jurisdictions only through registered or licensed brokers or
      dealers.  In addition, in certain states the Shares may not be
      sold unless the Shares have been registered or qualified for sale
      in such state or an exemption from registration or qualification
      is available and complied with.

            All expenses in connection with the registration of the
      Shares were paid by the Company.  Commissions and discounts, if
      any, attributable to the sale of the Shares will be borne by the
      Selling Shareholders.  The Selling Shareholders and/or the Company
      may agree to indemnify any agent, dealer or broker-dealer that
      participates in transactions involving sales of the Shares against
      certain liabilities, including liabilities arising under the
      Securities Act.  The Company and the Selling Shareholders have
      agreed to indemnify each other and certain other persons against
      certain liabilities in connection with the offering of the Shares,
      including liabilities arising under the Securities Act.

            The Selling Shareholders may also sell the Shares in
      transactions that do not require registration under the Securities
      Act, pursuant to Rule 144 under the Securities Act, or otherwise,
      in lieu of sales by means of this Prospectus.

                                 LEGAL OPINION

            The validity of the Shares offered hereby has been passed
      upon by Godfrey & Kahn, S.C.  In the opinion of Godfrey & Kahn,
      S.C., the Shares are duly and validly authorized, fully paid and,
      subject to Section 180.0622(2)(b) of the Wisconsin Statutes,
      nonassessable.  Section 180.0622(2)(b) of the Wisconsin Statutes
      provides that shareholders of a corporation may be assessed up to 
      the par value of their shares to satisfy the obligations of such
      corporation to its employees for services rendered, but not
      exceeding six months service in the case of any individual
      employee.  Certain Wisconsin courts have interpreted "par value"
      to mean the full amount paid by the purchaser of shares upon
      issuance thereof.

            Mr. Dudley J. Godfrey, Jr. is a director of the Company and
      a senior shareholder of Godfrey & Kahn, S.C.


            The audited financial statements and schedules incorporated
      by reference in this Prospectus have been audited by Arthur
      Andersen LLP, independent public accountants, as indicated in
      their reports with respect thereto, and are included herein in
      reliance upon the authority of said firm as experts in giving said

                             AVAILABLE INFORMATION

            The Company is subject to the information requirements of
      the Securities Exchange Act of 1934, as amended, and in accordance
      therewith files reports, proxy and information statements and
      other information with the Securities and Exchange Commission. 
      The Company has filed with the Commission a Registration Statement
      under the Securities Act of 1933, as amended, with respect to the
      Common Stock offered hereby.  This Prospectus does not contain all
      the information set forth in the Registration Statement and
      exhibits thereto, or amendments thereto, to which reference is
      hereby made.  Such reports, proxy and information statements,
      Registration Statement and exhibits and other information filed by
      the Company may be inspected and, upon payment of prescribed fees,
      copied at the public reference facilities of the Commission at
      Room 1024, Judiciary Plaza, 450 Fifth Street N.W., Washington,
      D.C. 20549, and at the Regional Offices of the Commission at Suite
      1300, 7 World Trade Center, New York, New York 10048, and at Suite
      1400, Northwestern Atrium Center, 500 West Madison Street,
      Chicago, Illinois 60661.  The Commission maintains a web site
      ( that contains reports, proxy and information
      statements and other information regarding registrants that file
      electronically with the Commission.  In addition, the Company's
      Common Stock is included for quotation on the NYSE, and such
      reports, proxy and information statements, Registration Statement
      and other information concerning the Company should be available
      for inspection and copying at the offices of the New York Stock
      Exchange, Inc., 20 Broad Street, New York, New York 10005, on
      which exchange the Company's Common Stock is traded.