UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 23, 2007

MANPOWER INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  (414)  961-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Item 5.02.

Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On October 23, 2007, Manpower Inc. (the “Company”) appointed Ulice Payne, Jr. to its Board of Directors.  Mr. Payne was also appointed to the Audit Committee of the Company’s Board of Directors.

As a non-employee director of the Company, Mr. Payne will participate in the same compensation arrangement as the other non-employee directors of the Company, which consists of a cash retainer equal to $60,000 per year, a fee of $2,000 per Board of Directors or Committee meeting attended in person, a fee of $1,000 per Board of Directors or Committee meeting attended telephonically and reimbursement for travel expenses incurred in connection with attending Board of Directors and Committee meetings.  In addition, Mr. Payne received a prorated annual grant of 265 shares of deferred stock upon his appointment to the Board of Directors.  

The Company will also enter into an indemnification agreement with Mr. Payne.  The description of the indemnification agreement is contained in the Company’s Current Report on Form 8-K dated October 31, 2006 and is incorporated by reference herein.

The press release issued by the Company announcing the appointment of Mr. Payne is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Manpower Inc. Names Ulice Payne, Jr. to Board of Directors

MILWAUKEE, WI, USA (October 23, 2007) – Manpower Inc. (NYSE:MAN) today announced that Ulice Payne, Jr. has been appointed to its board of directors, effective immediately, and will serve on the board’s Audit Committee.

“Ulice’s extensive experience in helping clients navigate complex international business issues will be a tremendous asset to the board as we continue to expand our business throughout the world’s labor markets,” said Jeffrey A. Joerres, chairman and CEO of Manpower Inc.

In his current role as president and managing member of Addison-Clifton, LLC, a leader in providing global trade compliance advisory services, Payne helps companies find solutions for the increasingly complex challenges facing global importers, exporters and supply-chain service providers.  From 1998-2002 he was a partner in the Milwaukee office of the law firm Foley & Lardner, where he served as chair of the firm’s International Business Team where he represented global and domestic companies in cross-border transactions.  In 2002, he served as Managing Partner of the firm’s Milwaukee office.

Payne holds a doctorate degree in law and a bachelor’s degree in business administration from Marquette University.  He also serves on the boards of Northwestern Mutual, Wisconsin Energy Corporation and Badger Meter, Inc.

About Manpower Inc.

Manpower Inc. (NYSE: MAN) is a world leader in the employment services industry; creating and delivering services that enable its clients to win in the changing world of work. The $18 billion company offers employers a range of services for the entire employment and business cycle including permanent, temporary and contract recruitment; employee assessment and selection; training; outplacement; outsourcing and consulting.  Manpower's worldwide network of 4,400 offices in 73 countries and territories enables the company to meet the needs of its 400,000 clients per year, including small and medium size enterprises in all industry sectors, as well as the world's largest multinational corporations. The focus of Manpower's work is on raising productivity through improved quality, efficiency and cost-reduction across their total workforce, enabling clients to concentrate on their core business activities. Manpower Inc. operates under five brands:  Manpower, Manpower Professional, Elan, Jefferson Wells and Right Management.  More information on Manpower Inc. is available at www.manpower.com.

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MANPOWER INC. • 100 Manpower Place • MILWAUKEE, WI  53212 • USA • PHONE 414-961-1000 • www.manpower.com