SECURITIES AND EXCHANGE COMMISSION
                           
                Washington, D.C. 20549

                      FORM 10-Q/A
                           
                    AMENDMENT NO. 1

[X]  Quarterly Report pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 for the
     quarterly period ended:
                           
                     June 30, 1996

                          or

[ ]  Transition Report pursuant to Section 13 or 15(d)
     of the Securities Exchange Act of 1934 for the
     transition period from: ______to______

            Commission file number: 1-10686

                     MANPOWER INC.
(Exact name of registrant as specified in its charter)

        Wisconsin                               39-1672779
     (State or other jurisdiction              (IRS Employer
     of incorporation)                      Identification No.)

     5301 N. Ironwood Road
     Milwaukee, Wisconsin                              53217
     (Address of principal executive offices)          (Zip Code)

     Registrant's telephone number,
     Including area code: (414) 961-1000

     Indicate by check mark whether the Registrant (1)
     has filed all reports required to be filed by
     Section 13 or 15(d) of the Securities Exchange Act
     of 1934 during the preceding 12 months (or for
     such shorter period that the Registrant was
     required to file such reports), and (2) has been
     subject to such filing requirements for the past
     90 days.
                    Yes        [X]        No

     Indicate the number of shares outstanding of each
     of the issuer's classes of common stock, as of the
     latest practicable date.
                                             Shares Outstanding
     Class                                    at June 30, 1996
     --------------                          -------------------
     Common Stock,                               82,001,153
     $.01 par value



           MANPOWER INC. AND SUBSIDIARIES

                         INDEX

                                                       
                                                            Page
                                                            Number

PART II   - OTHER INFORMATION AND SIGNATURES


 Item 6   - Exhibits and Reports on Form 8-K..................3

 Signatures...................................................4



                     
              PART II - OTHER INFORMATION                           

Item 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits
        Exhibit 27 - Financial Data Schedule.

     (b)  Reports on Form 8-K
        None.



                   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 thereunto
duly authorized.


                                              MANPOWER INC.
                                     -------------------------------     
                                              (Registrant)


Date: October 7, 1996                   /s/ Michael J. Van Handel
                                     ---------------------------------
                                       Michael J. Van Handel
                                       Vice President
                                       Chief Accounting Officer & Treasurer
                                       (Signing on behalf of the Registrant 
                                        and as Principal Accounting Officer)


                    
                      EXHIBIT INDEX
                           

Exhibit No.                        Description                   Page

  27                         Financial Data Schedule              __

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE FINANCIAL STATEMENTS OF THE REGISTRANT FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 06/30/96 Dec-31-1996 Jun-30-1996 97,386 0 1,133,251 33,537 0 1,287,892 281,364 169,787 1,572,620 775,894 80,814 0 0 820 504,941 1,572,620 0 2,769,791 0 2,255,892 0 0 2,807 95,110 33,313 61,797 0 0 0 61,797 0.74 0