Sec Form 4 Filing - STEVENSON DENNIS @ MANPOWER INC /WI/ - 2006-02-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
STEVENSON DENNIS
2. Issuer Name and Ticker or Trading Symbol
MANPOWER INC /WI/ [ MAN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
LITTLE TUFTON HOUSE, 3 DEAN TRENCH STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2006
(Street)
LONDON U.K., X0SW1P 3HB
4. If Amendment, Date Original Filed (MM/DD/YY)
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/03/2006 M 25,000 A $ 28 57,257.3893 D
Common Stock 02/03/2006 M 5,000 A $ 29.56 62,257.3893 D
Common Stock 02/03/2006 M 5,000 A $ 28.7 67,257.3893 D
Common Stock 02/03/2006 M 40,000 A $ 28.38 107,257.3893 D
Common Stock 02/03/2006 S 36,934 D $ 53 70,323.3893 D
Common Stock 02/03/2006 S 8,300 D $ 54.05 62,023.3893 D
Common Stock 02/03/2006 S 2,100 D $ 54.04 59,923.3893 D
Common Stock 02/03/2006 S 1,400 D $ 53.06 58,523.3893 D
Common Stock 02/03/2006 S 1,100 D $ 53.16 57,423.3893 D
Common Stock 02/03/2006 S 1,000 D $ 53.08 56,423.3893 D
Common Stock 02/03/2006 S 700 D $ 53.98 55,723.3893 D
Common Stock 02/03/2006 S 600 D $ 53.09 55,123.3893 D
Common Stock 02/03/2006 S 600 D $ 53.07 54,523.3893 D
Common Stock 02/03/2006 S 400 D $ 53.97 54,123.3893 D
Common Stock 02/03/2006 S 400 D $ 53.05 53,723.3893 D
Common Stock 02/03/2006 S 300 D $ 53.99 53,423.3893 D
Common Stock 02/03/2006 S 300 D $ 53.1 53,123.3893 D
Common Stock 02/03/2006 S 200 D $ 53.03 52,923.3893 D
Common Stock 02/03/2006 S 100 D $ 53.9 52,823.3893 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $ 28 02/03/2006 M 25,000 11/05/2001 11/05/2006 Common Stock 25,000 $ 0 0 D
Stock Options (right to buy) $ 29.56 02/03/2006 M 5,000 10/20/2000 10/20/2010 Common Stock 5,000 $ 0 0 D
Stock Options (right to buy) $ 28.7 02/03/2006 M 5,000 10/30/2001 10/30/2011 Common Stock 5,000 $ 0 0 D
Stock Options (right to buy) $ 28.38 02/03/2006 M 40,000 ( 1 ) 11/05/2011 Common Stock 40,000 $ 0 10,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
STEVENSON DENNIS
LITTLE TUFTON HOUSE
3 DEAN TRENCH STREET
LONDON U.K., X0SW1P 3HB
X
Signatures
Michael J. VanHandel (pursuant to Power of Attorney previously filed) 02/07/2006
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The option is exercisable as to one-fifth of the shares on each anniversary of the date of grant and is immediately exercisable in full upon death, disability or the occurrence of a triggering event. If Reporting Person's tenure ends for any other reason before 11/5/2006, the option shall become immediately exercisble as to a prorated number of shares based on the time served during the one-year period (or partial-year period, if applicable), in which termination occurs.

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