MANPOWER INC.



As filed with the Securities and Exchange Commission on June 14, 2006



SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

under

The Securities Act of 1933

MANPOWER INC.

(Exact Name of Registrant as Specified in Charter)

Wisconsin

 

39-1672779

(State of Incorporation)

 

(I.R.S. Employer Identification No.)

5301 North Ironwood Road

  

Milwaukee, Wisconsin

 

53217

(Address of Principal Executive Offices)

 

(Zip Code)

________________________________________

2003 EQUITY INCENTIVE PLAN

________________________________________

Michael J. Van Handel

Manpower Inc.

5301 North Ironwood Road

Milwaukee, Wisconsin 53217

(414) 961-1000

(Name, address and telephone number, including area code, of agent for service)

With copies to:

Kenneth C. Hunt

Dennis F. Connolly

Godfrey & Kahn, S.C.

780 North Water Street

Milwaukee, Wisconsin  53202

(414) 273-3500

CALCULATION OF REGISTRATION  FEE

Title of Securities
to be Registered

Amount to be
Registered

Proposed
Maximum Offering
Price Per Unit

Proposed
Maximum
Aggregate Offering
Price

Amount of
Registration Fee


Common Stock,
$.01 par value

3,000,000

$62.66(1)

$187,980,000

$20,113.86(1)

     

(1)

Registration fee calculated pursuant to Rule 457(c) under the Securities Act of 1933, as amended.  The registration fee is based on the average of the high and low price of a share of Manpower Inc. common stock on June 8, 2006 on the New York Stock Exchange.





INCORPORATION OF CERTAIN

INFORMATION BY REFERENCE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended.  The information in the Registration Statement on Form S-8 filed by Manpower Inc. (Registration No. 333-105205) pursuant to the Securities Act of 1933 on May 13, 2003, is incorporated by reference into this Registration Statement.

Exhibits

4.1

2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 25, 2006)

5.1

Opinion of Godfrey & Kahn, S.C.

23.1

Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)

23.2

Consent of Deloitte & Touche LLP

23.3

Consent of PricewaterhouseCoopers LLP

24.1

Powers of Attorney

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-8 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 13, 2006.

MANPOWER INC.

By:

 /s/ Jeffrey A. Joerres                            

Jeffrey A. Joerres

Chairman, President and

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature

 

Title

Date

    
    

/s/ Jeffrey A. Joerres                               

 

Chairman, President and Chief Executive

June 13, 2006

Jeffrey A. Joerres

 

Officer and a Director (Principal Executive
Officer)

 
    
    

/s/ Michael J. Van Handel                       

 

Executive Vice President, Chief Financial Officer

June 13, 2006

Michael J. Van Handel

 

and Secretary (Principal Financial Officer and
Principal Accounting Officer)

 
    

Directors:

J. Thomas Bouchard, Rozanne L. Ridgway, Marc J. Bolland, Stephanie A. Burns, Jack M. Greenberg,
Willie D. Davis, Terry A. Hueneke, John R. Walter and Edward J. Zore

    

By:

/s/ Michael J. Van Handel                       

Michael J. Van Handel

Attorney-In-Fact*

 

June 13, 2006

    

*Pursuant to authority granted by powers of attorney, copies of which are filed herewith.



EXHIBIT INDEX

Exhibits

4.1

2003 Equity Incentive Plan of Manpower Inc. (Amended and Restated Effective April 25, 2006)

5.1

Opinion of Godfrey & Kahn, S.C.

23.1

Consent of Godfrey & Kahn, S.C. (included in Exhibit 5.1)

23.2

Consent of Deloitte & Touche LLP

23.3

Consent of PricewaterhouseCoopers LLP

24.1

Powers of Attorney