Issue of Equity

Manpower Software PLC
1 March 2001



NOT  FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE  OR  IN
PART IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR
THE REPUBLIC OF IRELAND

                     MANPOWER SOFTWARE PLC
                               
   3 FOR 4 RIGHTS ISSUE TO RAISE APPROXIMATELY £2.56 MILLION

Manpower  SoftWare plc today announces a 3 for 4 rights  issue
to raise approximately £2.56 million

HIGHLIGHTS

*   Rights  Issue to raise up to approximately  £2.26  million
(net of expenses) at 25 pence per New Ordinary Share.

*   Proceeds from the Rights Issue will be utilised to  reduce
the  current level of its bank facility and exploit increasing
demand  in core cruise shipping market and establish  presence
in other markets where the customer needs are similar.

*   Dealings  in  the  New  Ordinary Shares  are  expected  to
commence nil paid on 27 March 2001.

*  The latest time and date for acceptance and payment in full
in  respect of the Rights Issue is expected to be 3.00pm on 17
April 2001.

*   The  Company also announced today its Interim Results  for
the six month period ended 30 November 2000.

Comment on the Rights Issue and Interim Results:

Robert Drummond, Managing Director, said:  ' The completion of
this  fund  raising and the improving trend of  the  operating
results,  I believe, firmly draws the line under the chequered
history of the Company.  With the health of the balance  sheet
fully restored and with sufficient cash resources to enable us
to  expand  our business base by capitalising on  the  current
flow  of  new  opportunities  we view  the  future  with  real
confidence.'

Enquiries:

Manpower SoftWare plc                        020 7462 3300
Robert Drummond, Managing Director
Simon Thorne, Finance Director

Strand Partners Limited                      020 7409 3494
Simon Raggett, Director
Andrew Ross, Manager

This  announcement is issued by Manpower SoftWare plc and  the
Directors of Manpower SoftWare plc are the persons responsible
for  the  information contained in this announcement.   Strand
Partners  Limited,  which is regulated by The  Securities  and
Futures Authority Limited, has approved this announcement  for
the purposes of section 57 of the Financial Services Act 1986.
Strand  Partners  Limited is acting exclusively  for  Manpower
SoftWare  plc  and for no-one else in relation to  the  Rights
Issue  and  will  not be responsible to any other  person  for
providing  the  protections afforded to its customers  or  for
providing  advice  in  relation  to  the  Rights  Issue.   The
contents of this press announcement do not constitute an offer
or  invitation to acquire shares in Manpower SoftWare plc  and
are  not  for  distribution  in  the  United  States,  Canada,
Australia, Japan or the Republic of Ireland.

INTRODUCTION

The  Board announces a 3 for 4 Rights Issue of 10,249,827  New
Ordinary  Shares  to raise up to approximately  £2.26  million
(net  of  expenses).  Strand Associates Limited has agreed  to
underwrite  up to a maximum of 8,300,000 of the  New  Ordinary
Shares such that the minimum amount raised by the Company will
be  £1.78  million (net of expenses). The balance of  the  New
Ordinary Shares offered pursuant to the Rights Issue  are  not
underwritten.

The   Rights   Issue   is  conditional   upon,   inter   alia,
Shareholders'   approval  which  will   be   sought   at   the
Extraordinary General Meeting.

The Rights Issue Price represents a 32.4 per cent. discount to
the  closing middle market quotation of 37 pence per  Ordinary
Share  on 28 February 2001, the last business day before  this
announcement.

BACKGROUND TO, AND REASONS FOR, THE RIGHTS ISSUE AND USE OF
PROCEEDS

The Company designs, develops and sells software products,
that help its customers meet their business objectives through
the effective scheduling and deployment of their people,
usually in complex and changing environments.

After a period of significant change, during which the
Company's products have been extensively re-engineered, the
Company has achieved an encouraging level of sales into the
cruise shipping market and is poised to increase its
penetration in this market and to establish a presence in
other markets where the customer needs are similar.

The Company's financial position has been weakened by its poor
performance in 1999 when it failed to maintain its military
market presence due to a streamlining of software suppliers
implemented during the period by the Civilian Management
Policy Unit (a division of the Ministry of Defence) and
corresponding fall in software orders placed with the Company.
Since late 1999, the Board and management structures have been
thoroughly reviewed, with the result of several key
appointments at both Board and management levels.

During the course of last year, the Company's trading
performance has improved, with key sales made to the maritime
industry and a revival of military interest in its products.
Proceeds from the Rights Issue will strengthen the Company's
balance sheet by increasing its capital base.  Part of the
proceeds will be used to repay all existing debt, and a
combination of the net proceeds thereafter and the
continuation of the existing bank overdraft facility will
enable the Company to service its existing business better and
to ensure that the Company's financial strength is returned to
a level that can support new opportunities.

INTERIM RESULTS, CURRENT TRADING AND PROSPECTS

The Company also announced today its Interim Results for the
six month period ended 30 November 2000.

Turnover for the period increased by 26 per cent. to
£1,090,000, and the Company reported a pre-tax loss of
£494,000 (1999: loss of £1,770,000).

As set out in the Chairman's statement accompanying the
Interim Results, the Company's focus has been on sales to the
cruise industry where sales have been made to P&O Princess,
Sun Cruises and Royal Caribbean. A number of small sales have
also been made into the defence sector. The Company's
consultancy division has continued to perform well in terms of
both turnover and profitability.

The current financial year has seen further orders from Royal
Caribbean, as well as from the Ministry of Defence for use by
the Royal Engineers Territorial Army. The Company has also
sold its assignment management product to a shipping service
provider and to the information technology department of a
substantial UK listed company. The roll-out of the Company's
access control product continues at Sun Cruises and prospects
for further significant sales in the cruise industry remain,
in the opinion of the Directors, very good. The Directors also
see good opportunities for the Company in the defence sector,
and such opportunities are being actively pursued. The Company
is presently evaluating a number of specialised market
sectors, with similar needs to its existing customers, where
the Directors believe the Company's products may be sold.

PRINCIPAL TERMS AND CONDITIONS OF THE RIGHTS ISSUE

The Company is proposing to raise up to £2.26 million (net of
expenses) through an offer, by way of rights to Qualifying
Shareholders (other than certain overseas Shareholders), of
10,249,827 New Ordinary Shares, in aggregate, at 25 pence per
share, payable in full on acceptance.

Strand Associates has agreed to underwrite up to a maximum of
8,300,000 of the New Ordinary Shares, such that the minimum
amount raised by the Company will be £1.78 million (net of
expenses).

The Rights Issue will be made on the basis of:

       3 New Ordinary Shares for every 4 Ordinary Shares
                               
held by Qualifying Shareholders (other than certain overseas
Shareholders) on the Record Date and so in proportion for any
number of Ordinary Shares then held. Holdings of Ordinary
Shares in certificated and uncertificated form will be treated
as separate holdings for the purpose of calculating
entitlements under the Rights Issue. The entitlement of
Qualifying Shareholders to New Ordinary Shares under the
Rights Issue will be rounded down to the nearest whole number
of New Ordinary Shares. Fractional entitlements to New
Ordinary Shares will not be allotted, but will be aggregated
and sold for the benefit of the Company.

The New Ordinary Shares will, when issued and fully paid, rank
pari passu in all respects with the Existing Ordinary Shares,
including the right to receive all dividends and other
distributions hereafter declared, made or paid.

The Rights Issue is conditional upon:

(a)   passing of the Resolution;
      
(b)   the Underwriting Agreement having become unconditional in
      all respects and not having been terminated in accordance
      with its terms; and
      
(c)   Admission becoming effective not later than 8.00 am on 27
      March 2001 (or such later time and/or date as Strand
      Partners and the Company may agree in writing, being not
      later than 3 April 2001).


The proceeds of the Rights Issue will be used to eliminate
bank overdrafts (which as at 28 February 2001 stood at
approximately £727,000) and the balance will provide
additional working capital for the Company going forward.  The
Rights Issue Price represents a deep discount to the closing
middle market quotation of 37 pence per Ordinary Share derived
from the Daily Official List on 28 February 2001, the last
business day before the announcement of the Rights Issue. In
view of the deep discount and of the fact that a significant
proportion of the underwriting commitment relates to
underwriting the contractual obligations of certain existing
Shareholders to take up their rights, the underwriting
commission expected to be payable is significantly less than
would typically be paid on a traditionally underwritten rights
issue for a comparable underwriting period. Your Board is
mindful of the Competition Committee's recent recommendations
with regard to competitive tendering on sub-underwriting
commission and the 'Guidance on Share Issuing Good Practice
for Listed Companies' issued by the Bank of England in October
1999.  However, after careful consideration of the benefits to
the Company of a deep discounted rights issue and the
commissions payable thereon and following advice received from
Strand Partners, the Directors believe that such a process
would be unlikely to result in any significant additional
benefit to the Company and would therefore not be appropriate
in connection with the Rights Issue.

Application has been made to the UK Listing Authority and to
the London Stock Exchange for the New Ordinary Shares to be
admitted to the Official List and to trading on the London
Stock Exchange, subject, inter alia, to the Underwriting
Agreement becoming unconditional. Dealings in the New Ordinary
Shares are expected to commence, nil paid, at 8.00am on 27
March 2001. The Provisional Allotment Letters will show the
number of New Ordinary Shares allotted to Qualifying
Shareholders and contain instructions regarding acceptance and
payment, renunciation, splitting and registration in respect
of the New Ordinary Shares. The Provisional Allotment Letters
are expected to be posted to Qualifying Shareholders on 26
March 2001 and to be renounceable until 17 April 2001.

The latest time and date for acceptance and payment in full in
respect of the Rights Issue is expected to be 3.00pm on 17
April 2001.

DIRECTORS' INTENTIONS

The Directors and their connected persons have beneficial
entitlements under the Rights Issue totalling in aggregate
1,396,197  New Ordinary Shares (representing 13.62 per cent.
of the New Ordinary Shares) and the Directors  have each
irrevocably undertaken to take up or procure the take up of
these  entitlements in full. These commitments have been
underwritten by Strand Associates.

FURTHER SHAREHOLDER COMMITMENTS

In addition to the irrevocable commitments given by Directors,
existing  Shareholders, having entitlements under  the  Rights
Issue  totalling  in aggregate 2,976,600 New  Ordinary  Shares
(representing 29.04 per cent. of the New Ordinary Shares)  have
each  irrevocably  undertaken  to  take  up  their  respective
entitlements in full. These commitments have been underwritten
by Strand Associates.

SHARE OPTION SCHEMES

The entitlements of option holders under the rules of the
Share Option Schemes are, as a result of the Rights Issue,
subject to adjustment as to the number of shares under option
and the option exercise price. In accordance with the rules of
the Share Option Schemes the adjustment can be effected only
upon receipt by the Directors from the Company's auditors of
confirmation in writing that the adjustment is in their
opinion fair and reasonable, and in the case of the Approved
Scheme, only with the approval of the Inland Revenue. It is
intended that the option holders will be notified of the
adjustments by the middle of May 2001.

WARRANTS

The  entitlements of the holders of Warrants are, as a  result
of   the  Rights  Issue,  subject  to  adjustment  as  to  the
subscription  price and the number of Warrants. In  accordance
with  the  Warrant  Deed, the adjustment to  the  subscription
price must first be certified by the Company's auditors to  be
fair   and  reasonable  before  such  adjustment  can   become
effective.  It  is intended that the Warrant holders  will  be
notified of the adjustments by the middle of May 2001.

EXTRAORDINARY GENERAL MEETING

An Extraordinary General Meeting of shareholders is to be held
at 11.00am on 26 March 2001.  At this meeting, the Resolution
will be proposed pursuant to which the authorised share
capital of the Company will be increased from £1,000,000 to
£2,000,000 by the creation of 20,000,000 Ordinary Shares, the
Directors will be given authority to allot Ordinary Shares,
the statutory pre-emption rights will be dis-applied and a
consequential amendment to the articles of association will be
made to reflect the new authorised share capital.


SEPARATE GENERAL MEETING OF THE HOLDERS OF WARRANTS

In view of the recent underperformance of the price of the
Company's Ordinary Shares, the Directors are proposing to
extend the period during which the holders of Warrants may
exercise their rights to subscribe for Ordinary Shares under
the Warrant Deed, such that Warrants would be exercisable
until 31 August 2002 rather than as currently until 31 August
2001. This amendment to the terms of the Warrant Deed requires
approval by the holders of Warrants at a separate general
meeting of the holders of Warrants.

Accordingly, there will be a separate general meeting of the
holders of Warrants to be held at 11.05am on 26 March 2001. At
this meeting an extraordinary resolution will be proposed to
give effect to the amendment to the Warrant Deed referred to
above.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                              2001
Record Date for the Rights Issue     Close of business on 14 March
                                                                  
Latest time and date for receipt               11.00am on 24 March
of Proxy Forms for use at the
Extraordinary General Meeting
and the separate general meeting
of the holders of Warrants
                                                                  
Extraordinary General Meeting                  11.00am on 26 March
                                                                  
Separate general meeting of the               11.05 am on 26 March
holders of Warrants
                                                                  
Despatch of Provisional                                   26 March
Allotment Letters
                                                                  
Dealings in the New Ordinary                   8.00 am on 27 March
Shares to commence, nil paid
                                                                  
Latest time and date for                       3.00 pm on 11 April
splitting Provisional Allotment
Letters, nil paid
                                                                  
Latest time and date for                       3.00 pm on 17 April
acceptance and payment in full
and registration of renunciation
                                                                  
Dealings in the New Ordinary                              18 April
Shares to commence, fully paid
                                                                  
CREST accounts credited for New                           23 April
Ordinary Shares in
uncertificated form
                                                                  
Despatch of definitive share                              26 April
certificates for New Ordinary
Shares in certificated form

Enquiries:

Manpower SoftWare plc                   020 7462 3300
Robert Drummond, Managing Director
Simon Thorne, Finance Director

Strand Partners Limited                 020 7409 3494
Simon Raggett, Director
Andrew Ross, Manager

This  announcement is issued by Manpower SoftWare plc and  the
Directors of Manpower SoftWare plc are the persons responsible
for  the  information contained in this announcement.   Strand
Partners  Limited,  which is regulated by The  Securities  and
Futures Authority Limited, has approved this announcement  for
the purposes of section 57 of the Financial Services Act 1986.
Strand  Partners  Limited is acting exclusively  for  Manpower
SoftWare  plc  and for no-one else in relation to  the  Rights
Issue  and  will  not be responsible to any other  person  for
providing  the  protections afforded to its customers  or  for
providing  advice  in  relation  to  the  Rights  Issue.   The
contents of this press announcement do not constitute an offer
or  invitation to acquire shares in Manpower SoftWare plc  and
are  not  for  distribution  in  the  United  States,  Canada,
Australia, Japan or the Republic of Ireland.

DEFINITIONS

The  following definitions apply throughout this  announcement
unless the context requires otherwise:


'Act'                             the Companies Act 1985 (as
                                  amended)
                                  
'Admission'                       admission of the New Ordinary
                                  Shares, nil paid, to the
                                  Official List in accordance with
                                  the Listing Rules and admission
                                  of the New Ordinary Shares to
                                  trading on the London Stock
                                  Exchange
                                  
'Additional Warrants'             the additional Warrants required
                                  to be issued to the holder of
                                  Warrants pursuant to the Warrant
                                  Deed as a result of the Rights
                                  Issue
                                  
'Approved Scheme'                 the Manpower SoftWare Executive
                                  Share Option Scheme, which has
                                  been approved by the Inland
                                  Revenue
                                  
'Board' or 'Directors'            the directors of the Company
                                  
'Capita IRG'                      Capita IRG Plc
                                  
'CREST'                           the relevant system (as defined
                                  in the CREST Regulations) in
                                  respect of which CRESTCo Limited
                                  is the Operator (as defined in
                                  the CREST Regulation)
                                  
'CREST Regulations'               the Uncertificated Securities
                                  Regulations 1995 (SI 1995 No
                                  3272)
                                  
'Daily Official List'             the daily official list
                                  published by the London Stock
                                  Exchange
                                  
'Existing Ordinary Shares'        the 13,666,436 Ordinary Share in
                                  issue at the date of this
                                  document
                                  
'Extraordinary General Meeting'   the extraordinary general
or 'EGM'                          meeting of the Company to be
                                  held at 11.00 am on 26 March
                                  2001
                                  
'FSA'                             the Financial Services Act 1986
                                  (as amended)
                                  
'Gilbert Eliott'                  Gilbert Eliott & Co. Limited
                                  
'Group'                           the Company and its subsidiary
                                  undertakings
                                  
'ICTA'                            the Income and Corporation Taxes
                                  Act 1988
                                  
'Interim Results'                 the unaudited interim results
                                  for the six month period ended
                                  30 November 2000
                                  
'Listing Rules'                   the Listing Rules made under
                                  section 142 of the FSA and
                                  published by the UK Listing
                                  Authority
                                  
'London Stock Exchange'           London Stock Exchange plc
                                  
'Manpower SoftWare' or 'Company'  Manpower SoftWare plc
                                  
'New Ordinary Shares'             10,249,827 new Ordinary Shares
                                  to be issued by the Company
                                  pursuant to the Rights Issue
                                  
'Option'                          an option issued pursuant tot he
                                  Share Option Schemes where each
                                  option entitles the holder to
                                  subscribe for one Ordinary Share
                                  at a certain price for a certain
                                  period
                                  
'Official List'                   the official list of the UK
                                  Listing Authority
                                  
'Ordinary Shares'                 ordinary shares of 5p each in
                                  the capital of the Company
                                  
'Provisional Allotment Letters'   the renounceable provisional
or 'PALs'                         allotment letters to be sent to
                                  each Qualifying Shareholder in
                                  connection with the Rights Issue
                                  
'Proxy Forms'                     the white or blue forms of proxy
                                  accompanying this document and
                                  for use at the EGM and the
                                  separate general meeting of
                                  holders of Warrants respectively
                                  
'Qualifying Shareholders'         Shareholders on the register of
                                  members of the Company at the
                                  Record Date excluding certain
                                  overseas Shareholders
                                  
'Record Date'                     the close of business on 14
                                  March 2001
                                  
'Resolution'                      the resolution set out in the
                                  notice of EGM at the end of this
                                  document
                                  
'Rights Issue'                    the proposed issue by way of
                                  rights of New Ordinary Shares to
                                  Qualifying Shareholders at the
                                  Rights Issue Price as described
                                  in this document
                                  
'Rights Issue Price'              25p per New Ordinary Share
                                  payable in full on subscription
                                  under the Rights Issue
                                  
'Shareholders'                    holder of Ordinary Shares
                                  
'Share Option Schemes'            the Approved Scheme and the
                                  Unapproved Scheme
                                  
'Strand Associates'               Strand Associates Limited
                                  
'Strand Partners'                 Strand Partners Limited, which
                                  is regulated by The Securities &
                                  Futures Authority Limited
                                  
'UK'                              the United Kingdom of Great
                                  Britain and Northern Ireland
                                  
'UK Listing Authority'            the Financial Services Authority
                                  acting in its capacity as the
                                  competent authority for the
                                  purposes of Part IV of the
                                  Financial Services Act 1986
                                  
'Unapproved Scheme'               the Manpower SoftWare Unapproved
                                  Executive Share Option Scheme,
                                  which has not been approved by
                                  the Inland Revenue
                                  
'uncertificated' or 'in           an Ordinary Share recorded on
uncertificated form'              the Company's register as being
                                  held in uncertificated form in
                                  CREST and title to which, by
                                  virtue of the Regulations, may
                                  be transferred by means of CREST
                                  
'Underwriting Agreement'          the conditional agreement dated
                                  1 March 2001 between (1) Strand
                                  Partners (2) Strand Associates
                                  (3) Gilbert Eliott (4) the
                                  Company and (5) the Directors
                                  relating to the partial
                                  underwriting of the Rights Issue
                                  
'United States'                   The United States of America,
                                  its territories and possessions
                                  and the District of Columbia
                                  
'Warrant'                         a warrant issued pursuant to the
                                  Warrant Deed where each Warrant
                                  entitles the holder to subscribe
                                  for one Ordinary Share at a
                                  certain price for a certain
                                  period
                                  
'Warrant Deed'                    the warrant deed dated 16
                                  December 1999 made by the
                                  Company and constituting up to
                                  2,050,250 Warrants