Sec Form 4 Filing - BURNS STEPHANIE @ MANPOWER INC /WI/ - 2007-01-01

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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
BURNS STEPHANIE
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)
DOW CORNING CORPORATION, P.O. BOX 994
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2007
(Street)
MIDLAND, MI48686
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
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
Deferred Stock ( 1 ) 01/01/2007 A( 2 ) 14.6629 ( 1 ) ( 1 ) Common Stock 14.6629 $ 64.495 ( 3 ) 1,617.5211 D
Deferred Stock ( 4 ) 01/01/2007 A( 5 ) 698 ( 4 ) ( 4 ) Common Stock 698 $ 64.495 ( 3 ) 698 D
Deferred Stock ( 6 ) 01/01/2007 A( 7 ) 1,335 ( 6 ) ( 6 ) Common Stock 1,335 $ 74.93 ( 8 ) 1,335 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BURNS STEPHANIE
DOW CORNING CORPORATION
P.O. BOX 994
MIDLAND, MI48686
X
Signatures
Michael J. VanHandel (pursuant to Power of Attorney previously filed) 01/03/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis within 30 days after the reporting person's termination of service as a director.
( 2 )Receipt of deferred stock under the 2003 Equity Incentive Plan of Manpower Inc. (the "Plan") and the Terms and Conditions Regarding the Grant of Awards to Non-Employee Directors under the Plan (the "Terms and Conditions") in lieu of dividends.
( 3 )Represents the Average Trading Price (as defined in the Terms and Conditions).
( 4 )The shares of deferred stock are fully vested on the date of grant and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2010 or within 30 days after the reporting person's termination of service as a director, except as provided in the Terms and Conditions (Amended and Restated Effective January 1, 2006).
( 5 )Receipt of deferred stock under the Plan and the Terms and Conditions in lieu of 75% of the Retainer (as defined in the Terms and Conditions) for 2006.
( 6 )The shares of deferred stock will vest in quarterly installments on the last day of each calendar quarter during 2007 and will be settled in shares of Manpower common stock on a 1 for 1 basis on the earlier of January 1, 2010 or within 30 days after the reporting person's termination of service as a director, except as provided in the Terms and Conditions (Amended and Restated January 1, 2006).
( 7 )Annual grant of deferred stock under the Plan and the Terms and Conditions (Amended and Restated Effective January 1, 2006).
( 8 )Represents the Market Price (as defined in the Plan) on the last trading day of 2006.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(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).

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