As filed with the Securities and Exchange Commission on June 21, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
Registration Statement Under The Securities Act of 1933
MANPOWER INC.
(Exact name of registrant as specified in its charter)
Wisconsin 39-1672779
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
(414) 961-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael J. Van Handel Copies of all
Manpower Inc. Communications to:
5301 North Ironwood Road Scott A. Moehrke
Milwaukee, Wisconsin 53217 Godfrey & Kahn, S.C.
(414) 961-1000 780 North Water Street
(Address, including zip code, and Milwaukee, Wisconsin 53202
telephone number, including area code, (414) 273-3500
of agent for service)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered pursuant to dividend or reinvestment plans, please
check the following box.
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest
reinvestment plans, check the following box. X
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434, please check the following box.
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Amount Proposed Proposed
Title of each to be maximum offering maximum aggregate Amount of
class of securities Registered price per unit offering price(1) registration fee
to be registered
- ---------------------------------------------------------------------------------------------------
Common Stock 87,836 $41.75 $3,667,153 $1,264.54
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) under the
Securities Act of 1933 based on the reported average of the
high and low prices of the Common Stock on the New York
Stock Exchange on June 17, 1996.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date
until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant
to said Section 8(a), may determine.
<PAGE>
PROSPECTUS
87,836 Shares
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
$7,265.
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 June __, 1996, the last sale price of the Common
Stock as reported on the NYSE was $______ per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June __, 1996.
<PAGE>
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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
Prospectus.
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-
1000.
<PAGE>
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.
<PAGE>
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
Act.
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.
<PAGE>
EXPERTS
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
reports.
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. 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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the estimated expenses to be
incurred by the Company in connection with the distribution of the
securities being registered hereby:
SEC registration fee . . . . . . . . . . $ 1,265
Accounting fees and expenses . . . . . . 1,500
Legal fees and expenses . . . . . . . . . 4,000
Miscellaneous . . . . . . . . . . . . . . 500
TOTAL . . . . . . . . . . . . . . . $ 7,265
All of the above expenses other than the SEC registration
fee are estimates. All of the expenses listed will be paid by the
Company.
Item 15. Indemnification of Directors and Officers.
Sections 180.0850 to 180.0859 of the Wisconsin Statutes
require a corporation to indemnify any director or officer who is
a party to any threatened, pending or completed civil, criminal,
administrative or investigative action, suit, arbitration or other
proceeding, whether formal or informal, which involves foreign,
federal, state or local law and which is brought by or in the
right of the corporation or by any other person. A corporation's
obligation to indemnify any such person includes the obligation to
pay any judgment, settlement, penalty, assessment, forfeiture or
fine, including any excise tax assessed with respect to an
employee benefit plan, and all reasonable expenses including fees,
costs, charges, disbursements, attorney's and other expenses
except in those cases in which liability was incurred as a result
of the breach or failure to perform a duty which the director or
officer owes to the corporation and the breach or failure to
perform constitutes: (i) a wilful failure to deal fairly with the
corporation or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest;
(ii) a violation of criminal law, unless the person has reasonable
cause to believe his conduct was lawful or had no reasonable cause
to believe his conduct was unlawful; (iii) a transaction from
which the person derived an improper personal profit; or (iv)
wilful misconduct.
Unless otherwise provided in a corporation's articles of
incorporation or By-laws or by written agreement, an officer or
director seeking indemnification is entitled to indemnification if
approved in any of the following manners: (i) by majority vote of
a disinterested quorum of the board of directors, or if such
quorum of disinterested directors cannot be obtained, by a
majority vote of a committee of two or more disinterested
directors; (ii) by independent legal counsel; (iii) by a panel of
three arbitrators; (iv) by affirmative vote of shareholders; (v)
by a court; or (vi) with respect to any additional right to
indemnification granted by any other method permitted in Section
180.0858 of the Wisconsin Statutes.
Reasonable expenses incurred by a director or officer who is
a party to a proceeding may be reimbursed by a corporation at such
time as the director or officer furnishes to the corporation
written affirmation of his good faith belief that he has not
breached or failed to perform his duties and a written undertaking
to repay any amounts advanced if it is determined that
indemnification by the corporation is not required.
The indemnification provisions of Sections 180.0850 to
180.0859 are not exclusive. A corporation may expand an officer's
or director's right to indemnification (i) in its articles of
incorporation or by-laws; (ii) by written agreement; (iii) by
resolution of its board of directors; or (iv) by resolution of a
majority of all of the corporation's voting shares then issued and
outstanding.
<PAGE>
As permitted by Section 180.0858, the Company has adopted
indemnification provisions in its By-Laws which closely track the
statutory indemnification provisions with certain exceptions. In
particular, Article VII of the Company's By-Laws provides (i) that
an individual shall be indemnified unless it is proven by a final
judicial adjudication that indemnification is prohibited, and (ii)
payment or reimbursement of expenses, subject to certain
limitations, will be mandatory rather than permissive.
The Company's officers and directors currently are covered
by officers' and directors' liability insurance.
Item 16. Exhibits.
The following Exhibits are filed as part of this
Registration Statement.
Exhibit No.
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney
Item 17. Undertakings.
*(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
*(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration
Statement shall be
<PAGE>
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
*(h) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
- --------------------------------
* Paragraph references correspond to those of Item 512 of
Regulation S-K.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and
has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Milwaukee, State of Wisconsin, on June 20, 1996.
MANPOWER INC.
By: /s/ Mitchell S. Fromstein
----------------------------------------------
Mitchell S. Fromstein, Chairman of the Board
Pursuant to the requirements of the Securities Act
of 1933, this Registration Statement has been signed below by
the following persons in the capacities on the dates indicated.
Signature Title Date
/s/ Mitchell S. Fromstein
_________________________
Mitchell S. Fromstein Chairman of the Board, June 20, 1996
Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ Jon F. Chait
_________________________
Jon F. Chait Executive Vice President, June 20, 1996
Secretary (Principal Financial
Officer) and a Director
/s/ Michael J. Van Handel
__________________________
Michael J. Van Handel Vice President, Chief June 20, 1996
Accounting Officer and
Treasurer (Principal Accounting
Officer)
Directors: Audrey Freedman, Dudley J. Godfrey, Jr., Marvin B.
Goodman, Gilbert Palay, and Dennis Stevenson
/s/ Jon F. Chait
By: _________________________________ June 20, 1996
Jon F. Chait, As Attorney-In-Fact*
* Pursuant to authority granted by powers of attorney which are
filed herewith.
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Counsel
23.1 Consent of Independent Public Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Powers of Attorney
Exhibit 5.1
GODFREY & KAHN, S.C.
ATTORNEYS AT LAW
780 North Water Street
Milwaukee, Wisconsin 53202
Phone: (414) 273-3500 Fax: (414) 273-5198
June 20, 1996
Manpower Inc.
5301 North Ironwood Road
Milwaukee, Wisconsin 53217
Gentlemen:
We have acted as counsel to Manpower Inc., a Wisconsin
corporation (the "Company"), in connection with the preparation of
a Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission on or about June 21, 1996 (the
"Registration Statement"). The Registration Statement relates to
the sale by certain selling shareholders of up to 87,836 shares of
the Company's common stock, $.01 par value (the "Shares").
In connection with this opinion we have examined: (a)
the Registration Statement, (b) copies of the Company's Articles
of Incorporation and By-laws, each as amended to date, (c) certain
resolutions of the Company's Board of Directors, and (d) such other
proceedings, documents and records as we have deemed necessary to
enable us to render this opinion.
Based upon the foregoing, we are of the opinion that
the Shares are duly and validly authorized, fully paid and
nonassessable, subject to Section 180.0622(2)(b) of the Wisconsin
Statutes. 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.
We consent to the use of this opinion as an exhibit to
the Registration Statement. In giving this consent, however, we
do not admit that we are "experts" within the meaning of Section
11 of the Securities Act of 1933, as amended, or within the
category of persons whose consent is required by Section 7 of said
Act.
Very truly yours,
/s/ Godfrey & Kahn, S.C.
GODFREY & KAHN, S.C.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated January 31, 1996 included (or incorporated by
reference) in Manpower Inc.'s Form 10-K for the year ended
December 31, 1995 and to all references to our firm included in
this registration statement.
ARTHUR ANDERSEN LLP
/s/ Arthur Andersen LLP
Milwaukee, Wisconsin
June 20, 1996
Exhibit 24.1
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc. (the
"Company") hereby constitutes and appoints Mitchell S. Fromstein
and Jon F. Chait, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a
director of the Company the Registration Statement on Form S-3 to
which this Power of Attorney is attached, including any amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or the undersigned's substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney, on this 20th day of June, 1996.
/s/ Audrey Freedman
_____________________________
Audrey Freedman
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc. (the
"Company") hereby constitutes and appoints Mitchell S. Fromstein
and Jon F. Chait, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a
director of the Company the Registration Statement on Form S-3 to
which this Power of Attorney is attached, including any amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or the undersigned's substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney, on this 20th day of June, 1996.
/s/ Dudley J. Godfrey
_____________________________
Dudley J. Godfrey
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc. (the
"Company") hereby constitutes and appoints Mitchell S. Fromstein
and Jon F. Chait, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a
director of the Company the Registration Statement on Form S-3 to
which this Power of Attorney is attached, including any amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or the undersigned's substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney, on this 20th day of June, 1996.
/s/ Marvin B. Goodman
_____________________________
Marvin B. Goodman
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc. (the
"Company") hereby constitutes and appoints Mitchell S. Fromstein
and Jon F. Chait, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a
director of the Company the Registration Statement on Form S-3 to
which this Power of Attorney is attached, including any amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or the undersigned's substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney, on this 20th day of June, 1996.
/s/ Gilbert Palay
_____________________________
Gilbert Palay
<PAGE>
DIRECTOR'S POWER OF ATTORNEY
The undersigned director of Manpower Inc. (the
"Company") hereby constitutes and appoints Mitchell S. Fromstein
and Jon F. Chait, and each of them, the undersigned's true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the undersigned and in the undersigned's
name, place and stead, in any and all capacities, to sign for the
undersigned and in the undersigned's name in the capacity as a
director of the Company the Registration Statement on Form S-3 to
which this Power of Attorney is attached, including any amendments
thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission and any other regulatory authority, granting
unto said attorney-in-fact and agent full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all that said attorney-in-
fact and agent, or the undersigned's substitute, may lawfully do
or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this
Power of Attorney, on this 20th day of June, 1996.
/s/ Dennis Stevenson
_____________________________
Dennis Stevenson
