Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  SWAN MARA E
 2. Date of Event Requiring Statement (Month/Day/Year)
12/17/2008		 3. Issuer Name and Ticker or Trading Symbol
MANPOWER INC /WI/ [MAN]
(Last)
(First)
(Middle)
100 MANPOWER PLACE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
 5. If Amendment, Date Original Filed(Month/Day/Year)
12/29/2008
(Street)

MILWAUKEE, WI 53212		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 (1) 15,500
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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 Option (Right to Buy) (2)   (3) 10/24/2015 Common Stock 50,000 $ 43.9 D  
Stock Option (Right to Buy) (2)   (4) 02/14/2016 Common Stock 22,071 $ 52.78 D  
Stock Option (Right to Buy) (2)   (5) 02/14/2017 Common Stock 12,000 $ 76.3 D  
Stock Option (Right to Buy) (2)   (6) 02/20/2018 Common Stock 18,000 $ 56.64 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SWAN MARA E
100 MANPOWER PLACE
MILWAUKEE, WI 53212		       Executive Vice President  

Signatures

Kenneth C. Hunt (pursuant to Power of Attorney previously filed) 01/20/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Restricted Stock under the 2003 Equity Incentive Plan of Manpower Inc. (the "2003 Plan"). 5,000 shares become exercisable on 2/14/2009; 6,000 shares become exercisable on 2/14/2010; and 4,500 shares become exercisable on 2/20/2011.
(2) Stock Option grant under the 2003 Plan.
(3) 35,000 shares are currently exercisable and the remaining 15,000 shares become exercisable on 10/24/2009.
(4) 11,035 shares are currently exercisable; 5,518 become exercisable on 2/14/2009; and 5,518 become exercisable on 2/14/2010.
(5) 3,000 shares are currently exercisable, 3,000 become exercisable on 2/14/2009; 3,000 become exercisable on 2/14/2010; and 3,000 become exercisable on 2/14/2011.
(6) 4,500 become exercisable on 2/20/2009; 4,500 become exercisable on 2/20/2010; 4,500 become exercisable on 2/20/2011; and 4,500 become exercisable on 2/20/2012.

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