SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* PINOLA RICHARD J (Last) (First) (Middle) 1818 MARKET STREET 33RD FLOOR (Street) PHILADELPHIA PA 19103 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 02/18/2004	3. Issuer Name and Ticker or Trading Symbol MANPOWER INC /WI/ [ MAN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) CEO Right Management Consult.	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	349,662(1)(2)	D
Common Stock	2,614(1)	I	Held in Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)(3)	01/22/2004	10/23/2005	Common Stock	294,182	10.79	D
Stock Options (Right to Buy)(3)	01/22/2004	01/03/2006	Common Stock	80,312	11.59	D
Stock Options (Right to Buy)(3)	01/22/2004	02/05/2007	Common Stock	55,306	14.15	D
Stock Options (Right to Buy)(3)	01/22/2004	06/30/2008	Common Stock	32,687	10.14	D
Stock Options (Right to Buy)(3)	01/22/2004	12/31/2008	Common Stock	65,374	10.89	D
Stock Options (Right to Buy)(3)	01/22/2004	01/10/2009	Common Stock	32,687	11.8	D
Stock Options (Right to Buy)(3)	01/22/2004	12/14/2009	Common Stock	65,374	8.42	D
Stock Options (Right to Buy)(3)	01/22/2004	07/25/2011	Common Stock	21,791	27.54	D
Stock Options (Right to Buy)(3)	01/22/2004	10/07/2011	Common Stock	21,791	37.77	D
Stock Options (Right to Buy)(3)	01/22/2004	10/23/2011	Common Stock	58,111	37.82	D
Stock Options (Right to Buy)(3)	01/22/2004	07/24/2012	Common Stock	14,528	36.42	D
Stock Options (Right to Buy)(3)	01/22/2004	10/22/2012	Common Stock	14,528	33.4	D
Stock Options (Right to Buy)	(4)	01/21/2014	Common Stock	150,000	48.24	D

Explanation of Responses:

1. Stock of Manpower Inc. ("Manpower") received pursuant to an offer (the "Offer") from Hoosier Acquisition Corp. ("Hoosier"), a wholly owned subsidiary of Manpower to exchange each share of common stock of Right Management Consultants, Inc. ("Right") for 0.3874 of a share of Manpower common stock (the "Exchange Rate").

2. Up to 87,165 of the shares owned by Mr. Pinola are subject to the forward sale arrangements entered into by Mr. Pinola with a counter party. Under these arrangements, Mr. Pinola will be required to deliver up to 87,165 shares to the counter party in three tranches on specified dates in August and September, 2004.

3. As of the effective time of the merger of Right and Hoosier, subsequent to the consummation of the Offer, each option (a "Right Option"), which fully vested (to the extent not already vested) upon the consummation of the Offer, was assumed by Manpower in the merger and converted to a fully vested and immediately exercisable option to acquire a number of shares of Manpower common stock equal to the product of the Exchange Rate and the number of shares subject to such Right Option (with any fractional shares rounded to the nearest whole share). The exercise price per share of Manpower common stock is equal to the aggregate exercise price for the shares or Right common stock subject to such Right Option, divided by the number of shares of Manpower common stock subject to such assumed Right Option.

4. The option becomes exercisable as to 30,000 shares on 1/21/2006, 45,000 on 1/21/2007 and 75,000 on 1/21/2008.

Remarks:

	Richard J. Pinola	02/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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