MANNING & NAPIER FUND INC
N-30D, 1996-06-27
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June 25, 1996


To Shareholders of the following series of the Manning & Napier Fund:

          Blended Asset Series I and II
          Flexible Yield Series I, II, and III
          Defensive Series
          Maximum Horizon Series
          Tax Managed Series

Dear Shareholder:

Enclosed are copies of the Semi-Annual Reports for each of the above series of
the Manning & Napier Fund in which you were invested as of April 30, 1996.

We  have  changed the fiscal year end of the Blended Asset Series I and II and
the three Flexible Yield Series to October 31st, so the enclosed reports cover
the period from December 31st, when the Annual Reports were prepared, to April
30th.  From now on, reports for these series will be prepared as of each April
30th and October 31st.  The Defensive, Maximum Horizon, and Tax Managed Series
were  introduced last November, and they also have fiscal years ending October
31st.

Please contact our Fund Services department at 1-800-4MN-FUND (1-800-466-3863)
if you have any questions about your account or about the Fund.

Sincerely,

/s/ Amy J. Williams

Amy J. Williams
Fund Services Coordinator

<PAGE>
<PAGE>



                         Manning & Napier Fund, Inc.

                            BLENDED ASSET SERIES I
                              Semi-Annual Report
                                April 30, 1996

<PAGE>
<PAGE>

Management Discussion and Analysis

Dear Shareholders:

When  we introduced two new objectives-based series of the Fund, the Defensive
Series  and  the  Maximum  Horizon  Series, last November, we also changed the
fiscal  year  of  the two existing series, the Blended Asset Series I and II. 
Now  all  four  of  the  objectives-based  series have a fiscal year ending on
October  31st,  and  the  schedule  for the Annual and Semi-Annual Reports has
changed  as  well.    This  report will provide information for the four-month
period since the Annual Report dated December 31, 1995.

As  should  be expected after the unusually high stock and bond market returns
of  1995, this period has been somewhat unsettled in the markets.  Indeed, the
markets  have  been reacting strongly and quickly to investor expectations and
fears.    The  specter of inflation was again spooking the markets, especially
following the Bureau of Labor Statistics release showing an unexpectedly large
increase  in  jobs in the month of February.  Because inflation would decrease
the  value  of future interest payments, bond prices fall when there are fears
of  increasing inflation.  The employment report also scared the stock market,
as  reflected  in  the  171-point  drop  in  the  Dow Jones Industrial Average
following its release.

For  a  variety  of  reasons,  we  expect inflation to remain low.  Increasing
global  competition  provides a downward influence on wages, because companies
can  look  outside  the  U.S.  for  workers  if  wages increase domestically. 
Increased competition also restricts the ability of companies to raise prices.
  In  addition,  the  sharp increases in productivity in U.S. factories in the
last  few  years  mean that more output can be created with less labor -- this
also acts against rising wages and prices.

Another  component  of  prices which can lead to inflation is the price of raw
materials.    Food  and  energy prices have increased, due partly on the harsh
winter  that  most  of  the  nation  experienced.  Grain prices have also been
affected  by  increased  exports.    We are keeping a close watch on commodity
prices,  but  it  should  be  noted  that prices of other commodities have not
increased, and in many cases they are actually declining.

Our  long-term  overview  remains  in  place.  We continue to expect long-term
interest  rates  to resume their decline and for inflation to remain in check,
while  we continue to experience moderate growth.  We have kept the allocation
between  stocks,  bonds,  and  cash relatively stable over this period, as our
long-term outlook has been steady.

In  the  stock portion of the portfolio, we continue to hold consumer cyclical
and  foreign  utilities, and we have reduced our transportation holdings.  Our
holdings  in  technology  stocks were relatively small at the beginning of the
year,  but  we  have  added  technology  stocks  in  the last few months as we
identified potential opportunities.

                                      1
<PAGE>

Management Discussion and Analysis (continued)


In  the  bond  portion  of  the  portfolio,  we  view the spike in rates as an
opportunity  to    lengthen the duration of the bonds in order to benefit from
our overview of falling rates.  Longer maturity bonds offer higher yields, and
they  also  offer  the  greatest  opportunity  for  capital  appreciation when
long-term interest rates fall, as we expect.

As  we have discussed before, we have positioned the portfolio to benefit from
the  expected  trends  of  continued  moderate  growth in stocks and declining
long-term  interest rates in bonds.  Our holdings in cash and cash equivalents
are  fairly  high  while  we  look  for  attractive investment opportunities. 
Although  investors should expect some short-term volatility going forward, we
would advise investors to focus on the longer term trends which tend to have a
more important effect on long-term investment success.

We appreciate your confidence and wish you all the best throughout the rest of
1996.

Sincerely,



Manning & Napier Advisors, Inc.

[GRAPHIC]
[Pie Chart]

Asset Allocation - As of 4/30/96

Bonds - 71%
Stocks - 25%
Cash & Equivalents - 4%

                                      2
<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended
Asset  Series  I from its inception (9/15/93) to present (4/30/96) as compared
to the Lehman Brothers Intermediate Bond Index and a Balanced Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Blended Asset Series I

                                                                          Total Return
Through                                               Growth of $10,000                  Average
04/30/96                                                  Investment       Cumulative     Annual
<S>                                                   <C>                 <C>            <C>

One Year                                              $           11,344         13.44%    13.44%
Inception 2                                           $           12,292         22.92%     8.17%
</TABLE>




<TABLE>

<CAPTION>



Lehman Brothers Intermediate Bond Index

                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/96                                     Investment       Cumulative     Annual
<S>                                      <C>                 <C>            <C>

One Year                                 $           10,785          7.85%     7.85%
Inception 2                              $           11,213         12.13%     4.45%
</TABLE>




<TABLE>

<CAPTION>



Balanced Index

                                    Total Return
Through         Growth of $10,000                  Average
04/30/96            Investment       Cumulative     Annual
<S>             <C>                 <C>            <C>

One Year        $           11,424         14.24%    14.24%
Inception 2     $           12,300         23.00%     8.19%
</TABLE>




1  The  Lehman  Brothers  Intermediate  Bond  Index is a market value weighted
measure  of approximately 3,260 corporate and government securities. The Index
is comprised of investment grade securities with maturities greater than
one year but less than ten years.  The Balanced Index is 30% Standard & Poor's
(S&P) 500 Total Return Index and 70% Lehman Brothers Intermediate Bond Index. 
The S&P 500 Total Return Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the New York Stock
Exchange, American Stocks Exchange, and Over-The-Counter market. Both Indices'
returns assume reinvestment of income and, unlike Fund returns, do not reflect
any fees or expenses.

2  Performance  numbers for the Fund and Indices are calculated from September
15, 1993, the Fund's inception date.  The Fund's performance is historical and
may not be indicative of future results.

[GRAPHIC]
LINE CHART

Data for Line Chart to follow:

<TABLE>

<CAPTION>



              Manning & Napier          Lehman Brothers
           Blended Asset Series I   Intermediate Bond Index   Balanced
<S>        <C>                      <C>                       <C>

09/15/93*  $                10,000  $                 10,000  $  10,000
12/31/93                    10,092                    10,032     10,078
06/30/94                     9,671                     9,770      9,792
12/31/94                    10,012                     9,838      9,984
06/30/95                    11,578                    10,783     11,253
12/31/95                    12,123                    11,347     12,150
04/30/96                    12,292                    11,213     12,300
</TABLE>



* Inception date

                                      3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)

                                                             Value
                                                   Shares  (Note 2)
<S>                                                <C>     <C>

COMMON STOCK - 24.76%

AIR TRANSPORTATION - 1.34%
   Federal Express Corp.*                           2,625  $211,969 

AMUSEMENT & RECREATIONAL SERVICES - 0.02%
   Mountasia Entertainment International, Inc. *    1,275     3,108 

APPAREL - 2.42%
   VF Corp.                                         6,725   383,325 

CHEMICALS & ALLIED PRODUCTS - 0.23%
   Alliance Pharmaceutical Corp.*                   1,800    32,625 
   Varitronix International Ltd.  (Note 7)          2,000     3,672 
                                                             36,297 

COMMUNICATIONS - 4.40%
  RADIO BROADCASTING STATIONS - 0.01%
   Children's Broadcasting Corp.*                     137     1,147 

  TELEPHONE COMMUNICATIONS - 4.39%
   BCE, Inc.                                        5,100   200,812 
   Cable & Wireless plc. - ADR                      9,500   222,063 
   Telefonica de Espana - ADR                       5,200   273,650 
                                                            696,525 
                                                            697,672 

COMPUTER EQUIPMENT - 1.03%
   Bay Networks, Inc.*                              4,575   144,113 
   Cabletron Systems, Inc.*                           100     7,537 
   Digital Equipment Corp.*                            75     4,481 
   PSC, Inc.*                                         800     7,200 
                                                            163,331 

EDUCATIONAL SERVICES - 0.12%
   Westcott Communications, Inc.*                     900    19,125 

ELECTRONICS & ELECTRICAL EQUIPMENT - 6.09%
  HOUSEHOLD APPLIANCES - 2.30%
   Sunbeam Corporation, Inc.                        8,900   123,488 
   Whirlpool Corp.                                  4,000   240,500 
                                                            363,988 
</TABLE>






   The accompanying notes are an integral part of the financial statements.

                                      4
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                             Value
                                                   Shares  (Note 2)
<S>                                                <C>     <C>

ELECTRONICS & ELECTRICAL EQUIPMENT (CONTINUED)
   LIGHTING EQUIPMENT  - 0.12%
   Coleman Company, Inc*                              400  $ 18,350 

  SEMICONDUCTOR - 1.22%
   Intel Corp.                                      2,850   193,087 

  TELECOMMUNICATIONS EQUIPMENT - 2.45%
   ADC Telecommunications, Inc.*                      275    11,550 
   BroadBand Technologies, Inc.*                    1,525    38,888 
   ECI Telecommunications, Ltd.                       175     4,572 
   General Instrument Corp.*                        9,975   326,681 
   Northern Telecom Ltd.                              125     6,438 
                                                            388,129 
                                                            963,554 

ENGINEERING SERVICES - 0.33%
   Jacobs Engineering Group, Inc.*                  1,875    52,031 

FABRICATED METAL PRODUCTS - 0.32%
   Keystone International, Inc.                     1,050    22,969 
   Material Sciences Corp.*                         1,775    28,400 
                                                             51,369 

FOOD & BEVERAGES - 0.10%
   Canandaigua Wine Co., Inc.*                        400    12,150 
   Grist Mill Co.*                                    550     3,713 
                                                             15,863 

GLASS PRODUCTS - 0.11%
   Libbey, Inc.                                       725    16,856 

HEALTH SERVICES - 0.24%
   Community Health Systems, Inc.*                    250    10,844 
   Quantum Health Resources, Inc.*                    550     7,838 
   Rehabcare Group, Inc.*                           1,000    15,625 
   U.S. Physical Therapy, Inc.*                       325     3,575 
                                                             37,882 

INVESTORS - 0.08%
   EK Chor China Motorcycle Co. Ltd.                  900    13,275 

</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>


<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                             Value
                                                   Shares  (Note 2)
<S>                                                <C>     <C>

PLASTIC PRODUCTS - 0.10%
   Carlisle Plastics, Inc.*                         1,250  $  6,093 
   Sun Coast Industries, Inc.*                      1,975     9,875 
                                                             15,968 

PRIMARY METAL INDUSTRIES - 0.18%
   American Superconductor Corp.*                     575     8,266 
   Gibraltar Steel Corp.*                           1,100    19,800 
                                                             28,066 

PRINTING & PUBLISHING - 0.08%
   Playboy Enterprises, Inc. - Class A*               225     2,615 
   Playboy Enterprises, Inc. - Class B*               875    10,390 
                                                             13,005 

RESTAURANTS - 0.08%
   Quantum Restaurant Group, Inc.*                    800    12,100 

RETAIL - 5.47%
  DEPARTMENT STORES - 0.14%
   Neiman Marcus Group, Inc.*                         900    21,600 

  RETAIL - HOME FURNISHING STORES - 0.12%
   Pier 1 Imports, Inc.                             1,463    19,567 

  RETAIL - SHOE STORES - 0.75%
   Brown Group, Inc.                                7,475   119,600 

  RETAIL - SPECIALTY STORES - 4.34%
   Fabri-Centers of America - Class A*              3,000    30,750 
   Fabri-Centers of America - Class B*              6,650    66,500 
   Fingerhut Companies, Inc.                       16,350   208,463 
   Hancock Fabrics, Inc.                           10,750   118,250 
   Tandy Corp.                                      5,100   264,562 
                                                            688,525 

  RETAIL - VARIETY STORES - 0.12%
   Family Dollar Stores, Inc.                       1,275    19,444 
                                                            868,736 

SHOES - 0.13%
   Wolverine World Wide, Inc.                         675    20,841 
</TABLE>





   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                   Shares/Principal      Value
                                                        Amount         (Note 2)
<S>                                                <C>                <C>

SOFTWARE - 0.71%
   Black Box Corp.*                                              825  $   16,500 
   Borland International, Inc.*                                1,350      22,106 
   Caere Corp.*                                                  700       6,738 
   Electronic Arts, Inc.*                                        825      22,069 
   Founder Hong Kong Ltd. (Note 7)                            20,000       9,373 
   Parametric Technology Corp.*                                  150       6,037 
   Symantec Corp.*                                             1,875      30,234 
                                                                         113,057 

TECHNICAL INSTRUMENTS & SUPPLIES - 1.10%
  INDUSTRIAL INSTRUMENTS - 0.05%
   Measurex Corp.                                                300       8,700 

  PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.94%
   Eastman Kodak Co.                                           1,950     149,175 

  SURGICAL & MEDICAL INSTRUMENTS - 0.11%
   Allied Healthcare Products, Inc.                            1,375      14,781 
   SpaceLabs Medical, Inc.*                                      150       3,338 
                                                                          18,119 
                                                                         175,994 

TEXTILES - 0.08%
   Fieldcrest Cannon, Inc.*                                      625      13,359 

TOTAL COMMON STOCK
   (Identified Cost $3,537,800)                                        3,926,783 

U.S. TREASURY SECURITIES - 70.92%

  U.S. TREASURY BONDS - 21.25%
   U.S. Treasury Bond, 6.50%,  5/15/2005           $         635,000     626,467 
   U.S. Treasury Bond, 7.25%,  5/15/2016                      45,000      45,858 
   U.S. Treasury Bond, 8.75%,  5/15/2020                     420,000     499,275 
   U.S. Treasury Bond, 7.25%,  8/15/2022                     270,000     275,400 
   U.S. Treasury Bond, 7.50%,  11/15/2024                  1,820,000   1,922,375 

   TOTAL U.S. TREASURY BONDS
   (Identified Cost $3,411,597)                                        3,369,375 
</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                   Shares/Principal      Value
                                                        Amount          (Note 2)
<S>                                                <C>                <C>

  U.S. TREASURY NOTES - 49.67%
   U.S. Treasury Note, 6.50%, 4/30/1997            $         300,000  $   302,250 
   U.S. Treasury Note, 5.50%, 7/31/1997                      400,000      398,500 
   U.S. Treasury Note, 6.125%, 8/31/1997                     225,000      225,281 
   U.S. Treasury Note, 5.375%,  11/30/1997                 1,500,000    1,486,875 
   U.S. Treasury Note, 5.875%,  4/30/1998                  1,615,000    1,609,953 
   U.S. Treasury Note, 5.125%, 12/31/1998                    595,000      579,939 
   U.S. Treasury Note, 6.75%,  6/30/1999                     300,000      304,125 
   U.S. Treasury Note, 6.875%, 8/31/1999                     450,000      457,594 
   U.S. Treasury Note, 7.75%, 12/31/1999                      20,000       20,906 
   U.S. Treasury Note, 7.125%, 2/29/2000                   2,200,000    2,256,375 
   U.S. Treasury Note, 5.25%,  1/31/2001                     245,000      233,745 

   TOTAL U.S. TREASURY NOTES
   (Identified Cost $7,929,190)                                         7,875,543 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $11,340,787)                                       11,244,918 

U.S. GOVERNMENT AGENCIES - 0.93%
   MORTGAGE BACKED SECURITIES
   GNMA Pool #174225, 9.50%, 8/15/2016                         5,993        6,418 
   GNMA Pool #286310, 9.00%, 2/15/2020                        47,633       50,045 
   GNMA Pool #385753, 9.00%, 7/15/2024                        86,192       90,556 

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $146,098)                                             147,019 

SHORT-TERM INVESTMENTS - 1.18%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $187,592)                                187,592      187,592 

TOTAL INVESTMENTS - 97.79%
   (Identified Cost $15,212,277)                                       15,506,312 

OTHER ASSETS, LESS LIABILITIES - 2.21%                                    350,206 

NET ASSETS - 100%                                                     $15,856,518 

*Non - income producing security
</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      8

<PAGE>

Federal Tax Information - April 30, 1996 (unaudited)

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $15,212,277 was as follows:
<S>                                                                              <C>

Aggregate gross unrealized appreciation for all investments in
which there was an excess of value over tax cost                                 $544,077

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost over value                                  _250042

UNREALIZED APPRECIATION - NET                                                    $294,035

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>





STATEMENT OF ASSETS & LIABILITIES (UNAUDITED)

APRIL 30, 1996
<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $15,212,277)(Note 2)  $15,506,312
Cash                                                               1,220
Receivable for securities sold                                 2,758,582
Interest receivable                                              199,808
Receivable for fund shares sold                                   50,000
Dividends receivable                                                 336
Prepaid expense                                                      187

TOTAL ASSETS                                                  18,516,445


LIABILITIES:

Accrued management fees (Note 3)                                  15,808
Accrued Directors' fees (Note 3)                                   4,104
Transfer agent fees payable (Note 3)                                 996
Payable for securities purchased                               2,558,530
Payable for fund shares redeemed                                  70,525
Audit fee payable                                                  5,419
Other payables and accrued expenses                                4,545

TOTAL LIABILITIES                                              2,659,927

NET ASSETS FOR 1,458,174 SHARES OUTSTANDING                  $15,856,518


NET ASSETS CONSIST OF:

Capital Stock                                                $    14,582
Additional paid-in-capital                                    15,344,033
Undistributed net investment income                              146,137
Accumulated net realized gain on investments                      57,731
Net unrealized appreciation on investments                       294,035

TOTAL NET ASSETS                                             $15,856,518

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($15,856,518/1,458,174 shares)                               $     10.87
</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>


<TABLE>

<CAPTION>



STATEMENT OF OPERATIONS (UNAUDITED)


FOR THE FOUR MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $183,466 
Dividends                                                12,619 

Total Investment Income                                 196,085 


EXPENSES:

Management fees (Note 3)                                 41,508 
Directors' fees (Note 3)                                  2,292 
Transfer agent fees (Note 3)                                996 
Audit fee                                                 4,939 
Registration & filing fees                                2,996 
Custodian fee                                             1,984 
Miscellaneous                                               933 

Total Expenses                                           55,648 

Less Waiver of Expenses (Note 3)                         (5,700)

Net Expenses                                             49,948 

NET INVESTMENT INCOME                                   146,137 


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments                         24,678 
Net change in unrealized appreciation on investments     11,397 

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                        36,075 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $182,212 

</TABLE>



   The accompanying notes are an integral part of the financial statements.


                                      11

<PAGE>


<TABLE>

<CAPTION>




STATEMENT OF CHANGES (UNAUDITED)

                                                        For the Four    For the  Year
                                                        Months Ended        Ended
                                                           4/30/96        12/31/95
<S>                                                     <C>            <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $     146,137  $      254,925 
Net realized gain on investments                               24,679         608,702 
Net change in unrealized appreciation on investments           11,397         341,625 

Net increase in net assets from operations                    182,213       1,205,252 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                          -        (254,925)
In excess of net investment income                                  -          (3,886)
From net realized gains                                             -        (564,923)

Total distributions to shareholders                                 -        (823,734)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                    6,155,810       4,617,621 


Net increase in net assets                                  6,338,023       4,999,139 


NET ASSETS:

Beginning of period                                         9,518,495       4,519,356 

End of period (including undistributed net investment
   income of $146,137 and $0, respectively)             $  15,856,518  $    9,518,495 


</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      12

<PAGE>

<TABLE>

<CAPTION>



FINANCIAL HIGHLIGHTS (UNAUDITED)

                                                                                                                  For the Period
                                                                                                                     9/15/93
                                                               For the Four    For the  Year    For the Year      (commencement
                                                               Months Ended        Ended           Ended        of operations) to
                                                                4/30/96         12/31/95         12/31/94          12/31/93
Per share data (for a share outstanding throughout
each period )
<S>                                                            <C>             <C>              <C>             <C>
                                                              
NET ASSET VALUE - BEGINNING  OF PERIOD                         $       10.72   $         9.72   $       10.05   $         10.00 

Income from investment operations:                             
   Net investment income                                                0.100            0.342           0.200             0.045 
   Net realized and unrealized gain (loss)
      on investments                                                    0.050            1.698          (0.280)            0.045 

Total from investment operations                                        0.150            2.040          (0.080)            0.090 

Less distributions to shareholders:
   From net investment income                                               -           (0.342)         (0.203)           (0.040)
   In excess of net investment income                                       -           (0.005)              -                 - 
   From net realized gain on investments                                    -           (0.693)         (0.040)                - 
   In excess of net realized gains                                          -                -          (0.007)                - 

Total distributions to shareholders                                         -           (1.040)         (0.250)           (0.040)

NET ASSET VALUE - END OF PERIOD                                $       10.87   $        10.72   $        9.72   $         10.05 

Total Return 1                                                          1.40%           21.08%         (0.80%)             0.93%

Ratios (to average net assets) / Supplemental Data:
    Expenses                                                            1.20%2**          1.20%**          1.20%*         1.20%2*
    Net investment income                                               3.51%2**          3.64%**          3.40%*         2.47%2*

Portfolio turnover                                                     19%              72%             45%                  1%

Average commission rate paid                                   $      0.0460   $       0.0689               -                 - 

NET ASSETS - END OF PERIOD (000'S OMITTED)                     $      15,857   $        9,518   $       4,519   $           475 

*The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.   If these
expenses had been incurred by the Fund, expenses would have been limited to that allowed by state securities law.
** The investment advisor waived a portion of its management fee.

If the full expenses had been incurred by the Fund in either instance above, the net investment income per share and
the ratios would be as follows:

Net investment income                                          $       0.096   $        0.311   $       0.124   $         0.021 
Ratios (to average net assets):
   Expenses                                                            1.34%2             1.53%           2.50%           2.50%2 
   Net investment income                                               3.37%2             3.31%           2.10%           1.17%2 
                                                                
1 Represents aggregate total return for the period indicated.
2 Annualized
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)

1.     ORGANIZATION
        Blended Asset Series I (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of  which  50 million have been designated as Blended Asset Series I Class K
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      14
<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES

          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS

          Distributions  to  shareholders  of  net  investment income are made
  semi-annually.  Distributions  are  recorded  on  the  ex-dividend  date.  
  Distributions of net realized gains are distributed annually.  An additional
 distribution may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of  deferral  of  certain losses, foreign denominated investments or
  character  reclassification  between net income and net gains.  As a result,
  net  investment  income  (loss) and net investment gain (loss) on investment
  transactions  for  a  reporting  period  may  differ  significantly  from
  distributions to shareholders during such period.  As a result, the Fund may
  periodically  make  reclassification  among  its  capital  accounts  without
 impacting the Fund's net asset value.

     FOREIGN CURRENCY TRANSLATION

          The  accounting records of the Fund are maintained in U.S. dollars. 
  Foreign  currency  amounts are translated into U.S. dollars on the following
  basis:  a) investment securities, other assets and liabilities are converted
 to U.S. dollars based upon current exchange rates; and b) purchases and sales
  of  securities and income and expenses are converted into U.S. dollars based
  upon  the currency exchange rates prevailing on the respective dates of such
 transactions.

          Gains and losses attributable to foreign currency exchange rates are
 recorded for financial statement purposes as net realized gains and losses on
 investments.  The portion of both realized and unrealized gains and losses on
  investments that result from fluctuations in foreign currency exchange rates
 is not separately stated.

                                      15

<PAGE>

Notes to Financial Statements (unaudited)


3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net assets.  The fee amounted to $41,508 for the four months
 ended April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.20%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  waived  fees  of  $5,700 which is reflected as a
  reduction  of  expenses  on the Statement of Operations.  The fee waiver and
  assumption  of expenses by the Advisor is voluntary and may be terminated at
 any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of  0.024%;  this fee amounted to $996 the four months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $2,292 for the
 four months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
  $8,413,362 and $2,231,119, respectively, for the four months ended April 30,
 1996.


                                      16

<PAGE>

Notes to Financial Statements (unaudited)

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



            Transactions in shares of Blended Asset Series I Class K Common Stock were:
                                            For the Four                                               For the Year
                                            Months Ended                                                   Ended
                                              4/30/96                                                    12/31/95
                                               Shares                                       Amount        Shares        Amount
            ----------------------------------------------------------------------------  -----------  -------------  -----------
<S>         <C>                                                                           <C>          <C>            <C>

Sold                                                                            659,110   $7,123,600        406,586   $4,437,737 
Reinvested                                                                            0            0         75,731      811,707 
Redeemed                                                                        (89,082)    (967,790)       (58,913)    (631,823)
Total                                                                           570,028   $6,155,810        423,404   $4,617,621 

</TABLE>



6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on April 30, 1996.

7.     FOREIGN SECURITIES
          Investing in securities of foreign companies and foreign governments
  involves  special  risks  and  considerations  not typically associated with
  investing in securities of U.S. companies and the United States government. 
  These  risks  include revaluation of currencies and future adverse political
  and  economic  developments.  Moreover, securities of many foreign companies
 and foreign governments and their markets may be less liquid and their prices
  more  volatile than those of securities of comparable U.S. companies and the
 United States government.

8.     CHANGE IN FISCAL YEAR END
          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

9.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      17

<PAGE>

<PAGE>
<PAGE>
                         Manning & Napier Fund, Inc.

                           BLENDED ASSET SERIES II

                              Semi-Annual Report
                                April 30, 1996

<PAGE>
<PAGE>

Management Discussion and Analysis


Dear Shareholders:

          When  we introduced two new objectives-based series of the Fund, the
  Defensive  Series  and  the  Maximum  Horizon Series, last November, we also
  changed the fiscal year of the two existing series, the Blended Asset Series
  I  and  II.   Now all four of the objectives-based series have a fiscal year
  ending  on  October  31st,  and  the schedule for the Annual and Semi-Annual
  Reports  has  changed as well.  This report will provide information for the
 four-month period since the Annual Report dated December 31, 1995.

          As should be expected after the unusually high stock and bond market
  returns  of  1995,  this period has been somewhat unsettled in the markets. 
  Indeed,  the  markets  have  been  reacting strongly and quickly to investor
  expectations  and  fears.    The specter of inflation was again spooking the
  markets, especially following the Bureau of Labor Statistics release showing
  an  unexpectedly  large  increase in jobs in the month of February.  Because
  inflation  would decrease the value of future interest payments, bond prices
  fall  when  there  are fears of increasing inflation.  The employment report
  also  scared the stock market, as reflected in the 171-point drop in the Dow
 Jones Industrial Average following its release.

      For a variety of reasons, we expect inflation to remain low.  Increasing
  global competition provides a downward influence on wages, because companies
  can  look  outside  the  U.S.  for  workers if wages increase domestically. 
  Increased  competition  also  restricts  the  ability  of companies to raise
  prices.   In addition, the sharp increases in productivity in U.S. factories
 in the last few years mean that more output can be created with less labor --
 this also acts against rising wages and prices.

       Another component of prices which can lead to inflation is the price of
  raw  materials.    Food  and energy prices have increased, due partly on the
  harsh  winter  that  most of the nation experienced.  Grain prices have also
  been  affected  by  increased  exports.    We  are  keeping a close watch on
  commodity  prices,  but  it should be noted that prices of other commodities
 have not increased, and in many cases they are actually declining.

     Our long-term overview remains in place.  We continue to expect long-term
  interest rates to resume their decline and for inflation to remain in check,
 while we continue to experience moderate growth.  We have kept the allocation
  between  stocks,  bonds, and cash relatively stable over this period, as our
 long-term outlook has been steady.

          In  the stock portion of the portfolio, we continue to hold consumer
  cyclical  and  foreign  utilities,  and  we  have reduced our transportation
  holdings.    Our  holdings in technology stocks were relatively small at the
  beginning  of  the year, but we have added technology stocks in the last few
 months as we identified potential opportunities.

                                      1

<PAGE>

Management Discussion and Analysis (continued)

        In the bond portion of the portfolio, we view the spike in rates as an
  opportunity  to  lengthen the duration of the bonds in order to benefit from
  our  overview  of falling rates.  Longer maturity bonds offer higher yields,
  and  they  also offer the greatest opportunity for capital appreciation when
 long-term interest rates fall, as we expect.

      As we have discussed before, we have positioned the portfolio to benefit
 from the expected trends of continued moderate growth in stocks and declining
 long-term interest rates in bonds.  Our holdings in cash and cash equivalents
  are  fairly  high  while  we  look for attractive investment opportunities. 
 Although investors should expect some short-term volatility going forward, we
  would advise investors to focus on the longer term trends which tend to have
 a more important effect on long-term investment success.

        We appreciate your confidence and wish you all the best throughout the
 rest of 1996.

Sincerely,


Manning & Napier Advisors, Inc.

[GRAPHIC]
[Pie Chart]

Bonds - 46%
Stocks - 49%
Cash & Equivalents - 5%

                                      2

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended
        Asset  Series II from its inception (10/12/93) to present (4/30/96) as
        compared to the Lehman Brothers Intermediate Bond Index and a Balanced
    Index. 1


<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Blended Asset Series II

                                                                           Total Return
Through                                                Growth of $10,000                  Average
04/30/96                                                   Investment       Cumulative     Annual
<S>                                                    <C>                 <C>            <C>

One Year                                               $           12,202         22.02%    22.02%
Inception 2                                            $           14,016         40.16%    14.14%
</TABLE>




<TABLE>

<CAPTION>




Lehman Brothers Intermediate Bond Index

                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/96                                     Investment       Cumulative     Annual
<S>                                      <C>                 <C>            <C>

One Year                                 $           10,785          7.85%     7.85%
Inception 2                              $           11,127         11.27%     4.27%
</TABLE>




<TABLE>

<CAPTION>



Balanced Index

                                    Total Return
Through         Growth of $10,000                  Average
04/30/96            Investment       Cumulative     Annual
<S>             <C>                 <C>            <C>

One Year        $           11,909         19.09%    19.09%
Inception 2     $           13,035         30.35%    10.94%
</TABLE>



1  The  Lehman  Brothers  Intermediate  Bond  Index is a market value weighted
    measure  of  approximately 3,260 corporate and government securities.  The
    Index  is comprised of investment grade securities with maturities greater
  than one year but less than ten years.  The Balanced Index is 50% Standard &
    Poor's (S&P) 500 Total Return Index and 50% Lehman Brothers Aggregate Bond
    Index.  The  S&P  500  Total  Return  Index  is  an  unmanaged
    capitalization-weighted measure of 500 widely held common stocks listed on
    the New York Stock Exchange, American Stock Exchange, and Over-The-Counter
   market. The Lehman Brothers Aggregate Bond Index is a market value weighted
    measure  of approximately 5,400 corporate, government, and mortgage backed
    securities.    The  Index is comprised of investment grade securities with
  maturities greater than one year.  Both Indices' returns assume reinvestment
  of  income and, unlike Fund returns, do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from October 12,
    1993, the Fund's inception date.  The Fund's performance is historical and
  may not be indicative of future results.

[GRAPHIC]
Line Chart

Date for Line Chart to follow:


<TABLE>

<CAPTION>




           Manning & Napier Blended Asset Series II   Lehman Brothers Intermediate Bond Index   Balanced Index
<S>        <C>                                        <C>                                       <C>

10/12/93*  $                                  10,000  $                                 10,000  $        10,000
12/31/93                                       9,982                                     9,956           10,056
06/30/94                                       9,662                                     9,695            9,693
12/31/94                                      10,333                                     9,764            9,978
06/30/95                                      12,621                                    10,701           11,550
12/31/95                                      13,707                                    11,261           12,743
04/30/96                                      14,016                                    11,127           13,035
</TABLE>



*Inception date

                                      3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                               Value
                                                     Shares  (Note 2)
<S>                                                  <C>     <C>

COMMON STOCK - 49.23%

AIR TRANSPORTATION - 2.29%
   Federal Express Corp.*                             7,475  $603,606 

AMUSEMENT & RECREATIONAL SERVICES - 0.02%
   Mountasia Entertainment International, Inc.*       2,000     4,875 

APPAREL - 3.28%
   VF Corp.                                          15,200   866,400 

CHEMICAL & ALLIED PRODUCTS - 1.66%
   BIOLOGICAL PRODUCTS - 0.58%
    Alliance Pharmaceutical Corp.*                    8,450   153,156 

   HOUSEHOLD PRODUCTS - 0.68%
    Procter & Gamble Co.                              2,125   179,563 

   INDUSTRIAL ORGANIC CHEMICALS - 0.40%
    International Specialty Products, Inc.*           7,025    87,812 
    Varitronix International Limited (Note 7)         9,000    16,523 
                                                              104,335 
                                                              437,054 

COMMUNICATIONS - 3.01%
   TELEPHONE COMMUNICATIONS - 3.00%
   BCE, Inc.                                          6,650   261,844 
   Cable & Wireless plc. - ADR                       12,600   294,525 
   Telefonica de Espana - ADR                         4,450   234,181 
                                                              790,550 
   TELEVISION & RADIO BROADCASTING STATIONS - 0.01%
   Children's Broadcasting Corp.*                       312     2,613 
                                                              793,163 

COMPUTER EQUIPMENT - 2.08%
   Bay Networks, Inc.*                               14,775   465,413 
   Cabletron Systems, Inc.*                             450    33,919 
   Digital Equipment Corp.*                             575    34,356 
   PSC, Inc.*                                         1,725    15,525 
                                                              549,213 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      4
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                              Value
                                                   Shares   (Note 2)
<S>                                                <C>     <C>

CRUDE PETROLEUM & NATURAL GAS - 3.52%
   Burlington Resources, Inc.                      13,025  $  485,181 
   Seagull Energy Corp.*                           18,250     444,844 
                                                              930,025 

EDUCATIONAL SERVICES - 0.11%
   Westcott Communications, Inc.*                   1,350      28,688 

ELECTRONICS & ELECTRICAL EQUIPMENT - 9.02%
   HOUSEHOLD APPLIANCES - 2.97%
   Sunbeam Corporation, Inc.                       29,500     409,313 
   Whirlpool Corp.                                  6,250     375,781 
                                                              785,094 
   LIGHTING EQUIPMENT - 0.16%
   Coleman Company, Inc.*                             950      43,581 

  SEMICONDUCTORS - 2.26%
   Intel Corp.                                      8,800     596,200 

   TELECOMMUNICATION EQUIPMENT - 3.63%
   ADC Telecommunications, Inc.*                    1,050      44,100 
   BroadBand Technologies, Inc.*                    3,250      82,875 
   ECI Telecommunications Ltd.                      1,025      26,778 
   General Instrument Corp.*                       24,175     791,731 
   Northern Telecom Ltd.                              250      12,875 
                                                              958,359 
                                                            2,383,234 

ENGINEERING SERVICES - 0.31%
   Jacobs Engineering Group, Inc.*                  3,000      83,250 

FABRICATED METAL PRODUCTS - 0.31%
   Keystone International, Inc.                     1,725      37,734 
   Material Sciences Corp.*                         2,850      45,600 
                                                               83,334 

FOOD & BEVERAGES - 0.09%
   Canandaigua Wine Co., Inc.*                        600      18,225 
   Grist Mill Co.*                                    950       6,413 
                                                               24,638 
</TABLE>



     The accompanying notes are an integral part of the financial statements.

                                      5
<PAGE>


<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                             Value
                                                   Shares  (Note 2)
<S>                                                <C>     <C>

GLASS PRODUCTS - 0.97%
   Corning, Inc.                                    6,625  $ 30,219 
   Libbey, Inc.                                     1,150    26,737 
                                                            256,956 

HEALTH SERVICES - 2.36%
   Caremark International, Inc.                    20,075   554,572 
   Community Health Systems, Inc.*                    600    26,025 
   Quantum Health Resources, Inc.*                    725    10,331 
   Rehabcare Group, Inc.*                           1,800    28,125 
   U.S. Physical Therapy, Inc.*                       375     4,125 
                                                            623,178 

INVESTORS - 0.08%
   EK Chor China Motorcycle Co. Ltd.                1,375    20,281 

PLASTIC PRODUCTS - 0.10%
   Carlisle Plastics, Inc.*                         2,100    10,238 
   Sun Coast Industries, Inc.*                      3,050    15,250 
                                                             25,488 

PRIMARY METAL INDUSTRIES - 0.17%
   American Superconductor Corp.*                     900    12,938 
   Gibraltar Steel Corp.*                           1,775    31,950 
                                                             44,888 

PRINTING & PUBLISHING - 0.08%
   Playboy Enterprises, Inc. - Class A*               625     7,266 
   Playboy Enterprises, Inc. - Class B*             1,100    13,063 
                                                             20,329 

RESTAURANTS - 2.07%
   McDonald's Corp.                                10,800   517,050 
   Quantum Restaurant Group, Inc.*                  1,900    28,738 
                                                            545,788 

RETAIL - 9.77%
  DEPARTMENT STORES - 0.13%
   Neiman Marcus Group, Inc.*                       1,400    33,600 

   RETAIL - HOME FURNISHING STORES - 0.17%
   Pier 1 Imports, Inc.                             3,386    45,288 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      6
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                              Value
                                                   Shares   (Note 2)
<S>                                                <C>     <C>

RETAIL (continued)
   RETAIL - SHOE STORES - 0.92%
   Brown Group, Inc.                               15,275  $   44,400 

   RETAIL - SPECIALTY STORES - 8.43%
   Fabri-Centers of America - Class A*             13,050     133,762 
   Fabri-Centers of America - Class B*             12,875     128,750 
   Fingerhut Companies, Inc.                       24,825     316,519 
   Hancock Fabrics, Inc.                           15,775     173,525 
   Home Depot, Inc.                                16,900     800,637 
   Tandy Corp.                                     13,000     674,375 
                                                            2,227,568 
   RETAIL - VARIETY STORES - 0.12%
   Family Dollar Stores, Inc.                       2,000      30,500 
                                                            2,581,356 

SHOES - 0.12%
   Wolverine World Wide, Inc.                         987      30,474 

SOFTWARE - 4.16%
   Black Box Corp.*                                 1,300      26,000 
   Borland International, Inc.*                     2,775      45,441 
   Caere Corp.*                                     1,050      10,106 
   Electronic Arts, Inc.*                           2,200      58,850 
   Founder Hong Kong Ltd. (Note 7)                 42,000      19,684 
   Oracle Corp.*                                   25,275     853,031 
   Parametric Technology Corp.*                       625      25,156 
   Symantec Corp.*                                  3,725      60,066 
                                                            1,098,334 

TECHNICAL INSTRUMENTS & SUPPLIES - 2.16%
   INDUSTRIAL INSTRUMENTS - 0.15%
   Measurex Corp.                                   1,400      40,600 

   PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.87%
   Eastman Kodak Co.                                6,450     493,425 

   SURGICAL & MEDICAL INSTRUMENTS - 0.14%
   Allied Healthcare Products, Inc.                 2,250      24,187 
   SpaceLabs Medical Inc.*                            550      12,238 
                                                               36,425 
                                                              570,450 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      7
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                   Shares/Principal      Value
                                                        Amount          (Note 2)
<S>                                                <C>                <C>

TEXTILES - 0.07%
   Fieldcrest Cannon, Inc.*                                      925  $     9,771 

UTILITIES - ELECTRIC - 1.42%
   Enersis S.A. - ADR                                         12,600      374,850 

TOTAL COMMON STOCK
   (Identified Cost $11,384,610)                                       12,999,623 

U.S. TREASURY SECURITIES - 46.30%

U.S. TREASURY BONDS - 21.65%
  U.S. Treasury Bond, 7.25%, 5/15/2016             $          25,000       25,476 
  U.S. Treasury Bond, 7.875%, 2/15/2021                      700,000      762,781 
  U.S. Treasury Bond, 7.25%, 8/15/2022                     2,585,000    2,636,700 
  U.S. Treasury Bond, 7.50%, 11/15/2024                    1,400,000    1,478,750 
  U.S. Treasury Bond, 6.875%, 8/15/2025                      825,000      815,203 

TOTAL U.S. TREASURY BONDS
     (Identified Cost $5,826,085)                                       5,718,910 

U.S. TREASURY NOTES - 22.76%
  U.S. Treasury Note, 6.125%, 7/31/1996                      700,000      701,312 
  U.S. Treasury Note, 7.50%, 12/31/1996                      500,000      506,406 
  U.S. Treasury Note, 5.50%, 9/30/1997                        40,000       39,800 
  U.S. Treasury Note, 5.375%, 11/30/1997                     100,000       99,125 
  U.S. Treasury Note, 5.00%, 1/31/1998                     1,250,000    1,229,296 
  U.S. Treasury Note, 4.75%, 10/31/1998                       45,000       43,566 
  U.S. Treasury Note, 5.125%, 11/30/1998                      15,000       14,625 
  U.S. Treasury Note, 6.875%, 8/31/1999                      145,000      147,447 
  U.S. Treasury Note, 7.75%, 12/31/1999                       20,000       20,906 
  U.S. Treasury Note, 7.125%, 2/29/2000                      245,000      251,278 
  U.S. Treasury Note, 6.25%, 5/31/2000                     2,700,000    2,687,342 
  U.S. Treasury Note, 6.125%, 9/30/2000                      225,000      222,750 
  U.S. Treasury Note, 6.25%, 2/15/2003                        50,000       49,109 

TOTAL U.S. TREASURY NOTES
     (Identified Cost $6,062,770)                                       6,012,962 
</TABLE>


     The accompanying notes are an integral part of the financial statements.

                                      8
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                            Shares/Principal      Value
                                                                 Amount          (Note 2)
<S>                                                         <C>                <C>

U.S. TREASURY BILLS - 1.89%
  U.S. Treasury Bill, 5/16/1996 (Identified Cost $498,990)  $         500,000  $   498,990 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $12,387,845)                                                12,230,862 

SHORT-TERM INVESTMENTS - 2.70%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $713,338)                                         713,338      713,338 

TOTAL INVESTMENTS - 98.23%
   (Identified Cost $24,485,793)                                                25,943,823 

OTHER ASSETS, LESS LIABILITIES - 1.77%                                             467,195 

NET ASSETS - 100%                                                              $26,411,018 

</TABLE>




*Non - income producing security

<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $24,485,793 was as follows:
<S>                                                                              <C>
                                                                                        <C> 
Aggregate gross unrealized appreciation for all investments in which there
was an excess of value over tax cost                                             $1,915,758 

Aggregate gross unrealized depreciation for all investments in which there
was an excess of tax cost over value                                               (457,728)

UNREALIZED APPRECIATION - NET                                                    $1,458,030 
</TABLE>


   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>


<TABLE>

<CAPTION>



STATEMENT OF ASSETS & LIABILITIES (unaudited)

APRIL 30, 1996
<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $24,485,793)(Note 2)  $25,943,823
Cash                                                             276,567
Interest receivable                                              230,959
Dividends receivable                                               7,994
Prepaid expense                                                      323

TOTAL ASSETS                                                  26,459,666


LIABILITIES:

Accrued management fees (Note 3)                                  24,159
Accrued Directors' fees (Note 3)                                   4,109
Transfer agent fees payable (Note 3)                               1,838
Payable for securities purchased                                   6,900
Audit fee payable                                                  4,939
Custodian fee payable                                                329
Other payables and accrued expenses                                6,374

TOTAL LIABILITIES                                                 48,648

NET ASSETS FOR 2,162,008 SHARES OUTSTANDING                  $26,411,018


NET ASSETS CONSIST OF:

Capital Stock                                                $    21,620
Additional paid-in-capital                                    24,437,830
Undistributed net investment income                              196,724
Accumulated net realized gain on investments                     296,814
Net unrealized appreciation on investments                     1,458,030

TOTAL NET ASSETS                                             $26,411,018

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($26,411,018/2,162,008 shares)                               $     12.22
</TABLE>


   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>

<TABLE>

<CAPTION>





STATEMENT OF OPERATIONS (unaudited)


FOR THE FOUR MONTHS ENDED APRIL 30, 1996

INVESTMENT INCOME:
<S>                                                    <C>

Interest                                               $244,948 
Dividends                                                42,242 

Total Investment Income                                 287,190 


EXPENSES:

Management fees (Note 3)                                 76,582 
Directors' fees (Note 3)                                  2,292 
Transfer agent fees (Note 3)                              1,838 
Audit fee                                                 4,939 
Registration & filing fees                                3,601 
Custodian fee                                             3,174 
Miscellaneous                                             1,764 

Total Expenses                                           94,190 

Less Waiver of Expenses (Note 3)                         (2,423)

Net Expenses                                             91,767 

NET INVESTMENT INCOME                                   195,423 


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments                        162,265 
Net change in unrealized appreciation on investments    206,840 

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                       369,105 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $564,528 

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      11

<PAGE>

<TABLE>

<CAPTION>




STATEMENT OF CHANGES (unaudited)
                                                        For the Four     For the
                                                        Months Ended    Year Ended
                                                          04/30/96       12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>            <C>

OPERATIONS:

Net investment income                                   $     195,423  $   334,223 
Net realized gain on investments                              162,265    1,934,431 
Net change in unrealized appreciation on investments          206,840    1,107,105 

Net increase in net assets from operations                    564,528    3,375,759 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                          -     (330,774)
From net realized gains                                             -   (1,817,057)

Total distributions to shareholders                                 -   (2,147,831)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                    5,327,555   12,077,417 


Net increase in net assets                                  5,892,083   13,305,345 


NET ASSETS:

Beginning of period                                        20,518,935    7,213,590 

End of period (including undistributed net investment
   income of $196,724 and $1,301, respectively)         $  26,411,018  $20,518,935 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      12

<PAGE>


<TABLE>

<CAPTION>



FINANCIAL HIGHLIGHTS (unaudited)
                                                                                                                    For the Period
                                                                                                                      10/12/93
                                                                       For the Four     For the       For the      (commencement
                                                                       Months Ended    Year Ended    Year Ended    of operations)
                                                                        04/30/96       12/31/95      12/31/94      to 12/31/93

Per share data (for a share outstanding throughout
each period )
<S>                                                                    <C>             <C>           <C>           <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                 $       11.95   $     10.12   $      9.98   $      10.00

Income from investment operations:
   Net investment income                                                        0.090         0.238         0.108          0.014
   Net realized and unrealized gain (loss)
      on investments                                                            0.180         3.052         0.243         (0.032)
                                                                               
Total from investment operations                                                0.270         3.290         0.351         (0.018)

Less distributions to shareholders:
   From net investment income                                                       -        (0.237)       (0.119)        (0.002)
   From net realized gain on investments                                            -        (1.223)       (0.092)             - 
                                                                                                                     
Total distributions to shareholders                                                 -        (1.460)       (0.211)        (0.002)

NET ASSET VALUE - END OF PERIOD                                        $       12.22   $     11.95   $     10.12   $       9.98 

Total Return 1                                                                  2.26%        32.64%         3.52%        (0.18%)

Ratios (to average net assets) / Supplemental Data:                                                                   
    Expenses                                                                    1.20%2**       1.20%**        1.20%*      1.20%2* 
    Net investment income                                                       2.55%2**       2.53%**        2.12%*      1.94%2* 

Portfolio turnover                                                              9%           63%           19%                0%

Average commission rate paid                                           $      0.0452   $    0.0635             -              - 

NET ASSETS - END OF PERIOD (000'S OMITTED)                             $      26,411   $    20,519   $     7,214   $        475 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.  If these expenses
had been incurred by the Fund for the period ended December 31, 1993, expenses would have been limited to that
allowed by state securities law.
** The investment advisor waived a portion of its management fee.
If the full expenses had been incurred by the Fund in either instance above, the net investment income per share and the
ratios would have been as follows:

Net investment income                                                  $       0.089   $     0.226   $     0.051   $      0.005 
Ratios (to average net assets):
   Expenses                                                                    1.23%2          1.33%         2.31%        2.50%2 
   Net investment income                                                       2.52%2          2.40%         1.01%        0.64%2 

1  Represents aggregate total return for the period indicated.
2  Annualized

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)

1.     ORGANIZATION
       Blended Asset Series II (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of  which 50 million have been designated as Blended Asset Series II Class L
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.


                                      14

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
  semi-annually.  Distributions  are  recorded  on  the  ex-dividend  date.  
  Distributions of net realized gains are distributed annually.  An additional
 distribution may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of  deferral  of  certain losses, foreign denominated investments or
  character  reclassification  between net income and net gains.  As a result,
  net  investment  income  (loss) and net investment gain (loss) on investment
  transactions  for  a  reporting  period  may  differ  significantly  from
  distributions to shareholders during such period.  As a result, the Fund may
  periodically  make  reclassification  among  its  capital  accounts  without
 impacting the Fund's net asset value.

     FOREIGN CURRENCY TRANSLATION
          The  accounting records of the Fund are maintained in U.S. dollars. 
  Foreign  currency  amounts are translated into U.S. dollars on the following
  basis:  a) investment securities, other assets and liabilities are converted
 to U.S. dollars based upon current exchange rates; and b) purchases and sales
  of  securities and income and expenses are converted into U.S. dollars based
  upon  the currency exchange rates prevailing on the respective dates of such
 transactions.

          Gains and losses attributable to foreign currency exchange rates are
 recorded for financial statement purposes as net realized gains and losses on
 investments.  The portion of both realized and unrealized gains and losses on
  investments that result from fluctuations in foreign currency exchange rates
 is not separately stated.

                                      15

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net assets.  The fee amounted to $76,582 for the four months
 ended April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.20%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  waived  fees  of  $2,423 which is reflected as a
  reduction  of  expenses  on the Statement of Operations.  The fee waiver and
  assumption  of expenses by the Advisor is voluntary and may be terminated at
 any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $1,838 for the four months ended April
 30, 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $2,292 for the
 four months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
  $7,341,393 and $2,008,311, respectively, for the four months ended April 30,
 1996.

                                      16

<PAGE>

Notes to Financial Statements (unaudited)


5.     CAPITAL STOCK TRANSACTIONS
        Transactions in shares of Blended Asset Series II Class L Common Stock
 were:

<TABLE>

<CAPTION>



            For the Four                For the Year
            Months Ended                    Ended
               4/30/96                    12/31/95
               Shares        Amount        Shares         Amount
            -------------  -----------  -------------  ------------
<S>         <C>            <C>          <C>            <C>

Sold             516,131   $6,189,405        891,550   $10,731,657 
Reinvested             0            0        180,298     2,145,684 
Redeemed         (71,829)    (861,850)       (66,963)     (799,924)
Total            444,302   $5,327,555      1,004,885   $12,077,417 
</TABLE>



6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on April 30, 1996.

7.     FOREIGN SECURITIES
          Investing in securities of foreign companies and foreign governments
  involves  special  risks  and  considerations  not typically associated with
  investing in securities of U.S. companies and the United States government. 
  These  risks  include revaluation of currencies and future adverse political
  and  economic  developments.  Moreover, securities of many foreign companies
 and foreign governments and their markets may be less liquid and their prices
  more  volatile than those of securities of comparable U.S. companies and the
 United States government.

8.     CHANGE IN FISCAL YEAR END
          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

9.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      17

<PAGE>

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                           FLEXIBLE YIELD SERIES I

                              Semi-Annual Report
                                April 30, 1996

<PAGE>
<PAGE>

Management Discussion and Analysis


Dear Shareholders:

     1995 saw a steep drop in interest rates, and this fueled an exceptionally
  strong  bond  market.   Although some back-up in rates is not a big surprise
  after a move of this magnitude, we believe  that the market has overreacted,
  as has often been the case recently.  This has hurt bond investors so far in
  1996,  but  also created very attractive real rates (interest rates over and
 above inflation) by the end of April, and in the process, what we believed to
 be a good buying opportunity.

      On the surface, the change in fortunes for the bond market can be traced
  to  the expectations that drive the market in the short-term.  Late in 1995,
  many  investors  felt  that the economy could slip into recession during the
 year ahead, a bullish sign for bonds.  When economic indicators were stronger
  than expected in the first quarter of 1996, this bullishness was replaced by
  inflation fears.  Of particular concern is the labor market, as the February
  and  March  releases  of  the Bureau of Labor Statistics' reports on new job
 creation rocked the bond market with fears of a tight labor market.

     Inflation fears have spooked the market from time to time in the past few
  years,  notably  in 1994 and recently, but it is noteworthy that nothing has
  really  come  of these fears.  In the end, inflation has held rock-steady at
  moderate  levels.    Moreover,  the real interest rates now offered by bonds
  build  in an expectation of higher inflation that should leave room for some
  tick up in inflation.  Ultimately though, the long-term factors of increased
  foreign trade and generally slack labor markets around the world represent a
  powerful external check on sustained inflation.  It is to these fundamentals
  that  the  bond  market  has  consistently  returned  after  its  temporary
 flirtations with inflation fears.

     The reason the bond market has become more sensitive to short-term shifts
  in  expectations  is  because of the impact speculators have on the market. 
  Speculators  operate at the margins of the bond market, bringing "hot money"
  to  the  table.    This hot money attempts to jump on-and-off the bandwagon,
  causing  an  exaggeration  in  the  natural fluctuations of the market.  For
 example, in 1995 speculators borrowed yen at very low interest rates,

                                      1

<PAGE>

Management Discussion and Analysis (continued)


     converted those yen into dollars, and invested the borrowed money in U.S.
 Treasury securities.  This demand for Treasuries added to the bond rally last
  year.   As the Japanese economy appeared to firm, it became more likely that
  short-term  Japanese  rates  were  going  to  rise, which would increase the
  speculators' borrowing costs.  At the same time, the dollar began to plateau
  against  the  yen,  taking  away  another  advantage  of  the borrow yen/buy
  Treasuries  strategy.    Given the leverage these speculators use, they have
 little margin for error, so they quickly unwound their trades.

     This selling of Treasuries by speculators fueled a bond market correction
  that  also  had  an  uncertain  political  environment  and  commodity price
  increases  to contend with.  What this means is that we are at a point where
  all these negative expectations are built into the market and exaggerated by
  the  movement  of  speculative  money.  When the bad news is recognized, and
  positive  fundamentals remain in place for the long run, the ingredients are
 in place for a stronger bond market ahead.  These fundamentals are:

- -     A sustained trend toward fiscal responsibility;

- -     Above-trend increases in U.S. productivity over the past decade;

- -     Growing global competitiveness.

      Speculators are at great risk not only because of the degree of leverage
  they  use,  but  because they try to follow very short-term indicators which
 often follow no discernable pattern.  It is only by focusing on the long-term
  trends that are shaping the future of the bond market that it is possible to
  discern where the bond market is going over the long run.  We would add that
  while temporary deviations have occurred, as long as these fundamentals have
  been in place the bond market has repeatedly returned to the course of lower
 long-term interest rates and higher bond prices.

        We have invested the portfolio of this Series in bonds with a slightly
  longer  maturity  than  that of the Series benchmark, the Merrill Lynch U.S.
 Treasury

                                      2

<PAGE>

Management Discussion and Analysis (continued)

         Short-Term Index.  Working within the Series restriction of a maximum
  dollar-weighted  average  maturity of five years or less, we have positioned
  the  portfolio  toward  the  long end of this spectrum.  The longer maturity
  bonds  offer  higher  interest payments, and there is also the potential for
 small capital gains as long-term interest rates decline.

        We appreciate your confidence and wish you all the best throughout the
 rest of 1996.

Sincerely,


Manning & Napier Advisors, Inc.

[GRAPHIC]
[PIE CHART]

Effective Maturity - As of 4/30/96

More than 4 Years - 42%
3-4 Years - 20%
2-3 Years - 12%
1-2 Years - 22%
Less than 1 Year - 4%

                                      3

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The  value  of  a  $10,000  investment  in  the  Manning & Napier Fund, Inc. -
     Flexible Yield Series I from its inception (2/15/94) to present (4/30/96)
    as compared to the Merrill Lynch U.S. Treasury Short-Term Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Flexible Yield Series I

                                                                           Total Return
Through                                                Growth of $10,000                  Average
04/30/96                                                   Investment       Cumulative     Annual
<S>                                                    <C>                 <C>            <C>

One Year                                               $           10,598          5.98%     5.98%
Inception 2                                            $           10,931          9.31%     4.11%
</TABLE>




<TABLE>

<CAPTION>



Merrill Lynch U.S. Treasury Short-Term Index

                                                                  Total Return
Through                                       Growth of $10,000                  Average
04/30/96                                          Investment       Cumulative     Annual
<S>                                           <C>                 <C>            <C>

One Year                                      $           10,689          6.89%     6.89%
Inception 2                                   $           11,179         11.79%     5.18%
</TABLE>




1  The Merrill Lynch U.S. Treasury Short-Term Index is a market value weighted
    measure  of  approximately  59  U.S.  Treasury  Securities.   The Index is
   comprised of U.S. Treasury securities with maturities greater than one year
  but less than three years.  The Index returns assume reinvestment of coupons
  and, unlike Fund returns, do not reflect any fees or expenses.

2  The  Fund  and Index performance are calculated from February 15, 1994, the
   Fund's inception date.  The Fund's performance is historical and may not be
  indicative of future results.

[GRAPHIC]
Line Chart

Data for Line Chart to follow:

<TABLE>

<CAPTION>




               Manning & Napier       Merrill Lynch U.S.
           Flexible Yield Series I   Treasury Short-Term
                                            Index
<S>        <C>                       <C>

02/15/94*  $                 10,000  $             10,000
06/30/94                      9,860                 9,931
12/31/94                      9,924                10,030
06/30/95                     10,573                10,699
12/31/95                     10,995                11,133
04/30/96                     10,931                11,179
</TABLE>



*Inception date

                                      4

<PAGE>

<TABLE>

<CAPTION>





Investment Portfolio - April 30, 1996 (unaudited)
                                                     Principal       Value
                                                   Amount/Shares   (Note 2)
U.S. TREASURY SECURITIES - 100.5%
<S>                                                <C>             <C>

U.S. TREASURY NOTES

   U.S. Treasury Note, 7.50%, 1/31/1997            $        5,000  $  5,069 
   U.S. Treasury Note, 4.75%, 2/15/1997                    14,000    13,907 
   U.S. Treasury Note, 6.50%, 4/30/1997                    45,000    45,337 
   U.S. Treasury Note, 5.125%, 2/28/1998                   55,000    54,141 
   U.S. Treasury Note, 6.125%, 5/15/1998                   35,000    35,033 
   U.S. Treasury Note, 5.00%, 1/31/1999                    20,000    19,394 
   U.S. Treasury Note, 6.50%, 4/30/1999                    65,000    65,467 
   U.S. Treasury Note, 7.75%, 1/31/2000                    20,000    20,919 
   U.S. Treasury Note, 6.75%, 4/30/2000                    70,000    70,875 
   U.S. Treasury Note, 5.625%, 11/30/2000                  15,000    14,536 
   U.S. Treasury Note, 6.375%, 3/31/2001                  100,000    99,844 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $445,171)                                       444,522 

SHORT-TERM INVESTMENTS - 1.8%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $7,962)                                 7,962     7,962 

TOTAL INVESTMENTS - 102.3%
   (Identified Cost $453,133)                                       452,484 

LIABILITIES, LESS OTHER ASSETS - (2.3)%                             (10,085)

NET ASSETS - 100%                                                  $442,399 
</TABLE>




<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized depreciation based on identified cost for
federal income tax purposes of $453,133 was as follows:
<S>                                                                              <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                                       $ 1,845 

Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value                                        (2,494)

UNREALIZED DEPRECIATION - NET                                                      ($649)
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (unaudited)

APRIL 30, 1996

ASSETS:
<S>                                                       <C>

Investments, at value (Identified Cost $453,133)(Note 2)  $452,484 
Interest receivable                                          3,085 
Receivable from investment advisor (Note 3)                  6,916 

TOTAL ASSETS                                               462,485 


LIABILITIES:

Accrued Directors' fees (Note 3)                             9,583 
Audit fee payable                                            4,188 
Other payables and accrued expenses                          6,315 

TOTAL LIABILITIES                                           20,086 

NET ASSETS FOR 43,785 SHARES OUTSTANDING                  $442,399 


NET ASSETS CONSIST OF:

Capital Stock                                             $    438 
Additional paid-in-capital                                 438,988 
Undistributed net investment income                          2,091 
Accumulated net realized gain on investments                 1,531 
Net unrealized depreciation on investments                    (649)

TOTAL NET ASSETS                                          $442,399 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($442,399 / 43,785 shares)                                $  10.10 
</TABLE>


   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>




STATEMENT OF OPERATIONS (unaudited)


FOR THE FOUR MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $  4,896 


EXPENSES:

Management fee (Note 3)                                     293 
Directors' fees (Note 3)                                  2,292 
Transfer agent fees (Note 3)                                 20 
Audit fee                                                 3,352 
Custodian fee                                                99 
Miscellaneous                                             1,740 

Total Expenses                                            7,796 

Less Waiver of Expenses (Note 3)                         (7,209)

Net Expenses                                                587 

NET INVESTMENT INCOME                                     4,309 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments                          2,058 
Net change in unrealized depreciation on investments     (7,959)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                        (5,901)

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                      ($1,592)

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>

<TABLE>

<CAPTION>





STATEMENT OF CHANGES (unaudited)
                                                         For the Four     For the
                                                         Months Ended    Year Ended
                                                           4/30/96        12/31/95
                                                        --------------  ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>             <C>

OPERATIONS:

Net investment income                                   $       4,309   $    17,412 
Net realized gain on investments                                2,058           321 
Net change in unrealized appreciation (depreciation)
     on investments                                            (7,959)       12,825 

Net increase (decrease) in net assets from operations          (1,592)       30,558 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                     (2,230)      (17,292)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      189,767        12,347 


Net increase in net assets                                    185,945        25,613 


NET ASSETS:

Beginning of period                                           256,454       230,841 

End of period (including undistributed net investment
   income of $2,091 and $12, respectively)              $     442,399   $   256,454 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8

<PAGE>

<TABLE>

<CAPTION>




FINANCIAL HIGHLIGHTS (unaudited)




                                                                                                                   For the Four
                                                                                                                   Months Ended
                                                                                                                     4/30/96
                                                                                                                  --------------
Per share data (for a share outstanding throughout
each period )
<S>                                                                                                               <C>
                                                                                                               
NET ASSET VALUE - BEGINNING  OF PERIOD                                                                            $       10.26 

Income from investment operations:
   Net investment income                                                                                                  0.148 
   Net realized and unrealized gain (loss)
      on investments                                                                                                     (0.208)

Total from investment operations                                                                                         (0.060)

Less distributions to shareholders:
   From net investment income                                                                                            (0.100)

NET ASSET VALUE - END OF PERIOD                                                                                   $       10.10 

Total Return 1                                                                                                           (0.58%)

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                                            0.70%2 
    Net investment income*                                                                                               5.13%2 

Portfolio turnover                                                                                                           16%

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                                        $         442 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.  If these
 expenses had been incurred by the Fund, expenses would have been limited to that allowed by state securities
law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                                                             $       0.096 

Ratios (to average net assets):
    Expenses                                                                                                             2.50%2 
    Net investment income                                                                                                3.33%2 

1 Represents aggregate total return for the period indicated
2 Annualized





FINANCIAL HIGHLIGHTS (unaudited)
                                                                                                      For the Period-
                                                                                                          2/15/94
                                                                                      For the Year    (commencement
                                                                                        Ended        of operations)
                                                                                       12/31/95       to 12/31/94
                                                                                     --------------  ----------------
Per share data (for a share outstanding throughout
each period )
<S>                                                                                   <C>             <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                                $        9.69   $         10.00 

Income from investment operations:
   Net investment income                                                                       0.464             0.241 
   Net realized and unrealized gain (loss)
      on investments                                                                           0.566            (0.317)

Total from investment operations                                                               1.030            (0.076)

Less distributions to shareholders:
   From net investment income                                                                  (0.460)           (0.234)

NET ASSET VALUE - END OF PERIOD                                                       $       10.26   $          9.69 

Total Return 1                                                                                10.79%           (0.76)%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                  0.70%           0.70%2 
    Net investment income*                                                                     4.99%           4.41%2 

Portfolio turnover                                                                             60%               38%

NET ASSETS - END OF PERIOD (000'S OMITTED)                                            $         256   $           231 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.  If these
 expenses had been incurred by the Fund, expenses would have been limited to that allowed by state securities
law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                                 $       0.297   $         0.143 

Ratios (to average net assets):
    Expenses                                                                                  2.50%           2.50%2 
    Net investment income                                                                     3.19%           2.61%2 

1 Represents aggregate total return for the period indicated
2 Annualized


</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

Notes to Financial Statements (unaudited)


1.     ORGANIZATION
       Flexible Yield Series I (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of  which 50 million have been designated as Flexible Yield Series I Class M
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio  securities listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      10

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

At  April  30,  1996, the Fund, for federal income tax purposes, had a capital
   loss carryforward of $527.  Of the amount, $452 will expire on December 31,
   2002 and $75 will expire on December 31, 2003.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and  net  gains or other required tax adjustments.  As a result, net
  investment  income  (loss)  and  net  investment  gain  (loss) on investment
  transactions  for  a  reporting  period  may  differ  significantly  from
  distributions to shareholders during such period.  As a result, the Fund may
  periodically  make  reclassification  among  its  capital  accounts  without
 impacting the Fund's net asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.35% of the Fund's
 average daily net assets.  The fee amounted to $293 for the four months ended
 April 30, 1996.


                                      11

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (CONTINUED)

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.70%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $6,916  for  the  four  months ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate of 0.024%; this fee amounted to $20 for the four months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $2,292 for the
 four months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $225,644 and $47,250, respectively, for the four months ended April 30, 1996.

                                      12

<PAGE>

Notes to Financial Statements (unaudited)

5.  CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



Transactions in shares of Flexible Yield Series I Class M Common Stock were:
                                                                              For the Four              For the Year
                                                                              Months Ended                  Ended
                                                                                 4/30/96                  12/31/95
                                                                              -------------             -------------       
                                                                                 Shares       Amount       Shares        Amount
                                                                              -------------  ---------  -------------  ----------
<S>                                                                           <C>            <C>        <C>            <C>

Sold                                                                                21,284   $215,400         42,563   $ 433,846 
Reinvested                                                                             222      2,231          1,658      16,778 
Redeemed                                                                            (2,710)   (27,864)       (43,058)   (438,277)
Total                                                                               18,796    189,767          1,163      12,347 
</TABLE>



        The Advisor owned 3,963 shares on April 30, 1996 and 3,924 on December
 31, 1995.

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
 purposes.  No such investments were held by the Fund on April 30, 1996.

7.  CHANGE IN FISCAL YEAR END
Effective  January 1, 1996, the Fund changed its fiscal year end from December
          31 to October 31.

8.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      13

<PAGE>

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                           FLEXIBLE YIELD SERIES II

                              Semi-Annual Report
                                April 30, 1996

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

     1995 saw a steep drop in interest rates, and this fueled an exceptionally
  strong  bond  market.   Although some back-up in rates is not a big surprise
  after a move of this magnitude, we believe  that the market has overreacted,
  as has often been the case recently.  This has hurt bond investors so far in
  1996,  but  also created very attractive real rates (interest rates over and
 above inflation) by the end of April, and in the process, what we believed to
 be a good buying opportunity.

      On the surface, the change in fortunes for the bond market can be traced
  to  the expectations that drive the market in the short-term.  Late in 1995,
  many  investors  felt  that the economy could slip into recession during the
 year ahead, a bullish sign for bonds.  When economic indicators were stronger
  than expected in the first quarter of 1996, this bullishness was replaced by
  inflation fears.  Of particular concern is the labor market, as the February
  and  March  releases  of  the Bureau of Labor Statistics' reports on new job
 creation rocked the bond market with fears of a tight labor market.

     Inflation fears have spooked the market from time to time in the past few
  years,  notably  in 1994 and recently, but it is noteworthy that nothing has
  really  come  of these fears.  In the end, inflation has held rock-steady at
  moderate  levels.    Moreover,  the real interest rates now offered by bonds
  build  in an expectation of higher inflation that should leave room for some
  tick up in inflation.  Ultimately though, the long-term factors of increased
  foreign trade and generally slack labor markets around the world represent a
  powerful external check on sustained inflation.  It is to these fundamentals
  that  the  bond  market  has  consistently  returned  after  its  temporary
 flirtations with inflation fears.

     The reason the bond market has become more sensitive to short-term shifts
  in  expectations  is  because of the impact speculators have on the market. 
  Speculators  operate at the margins of the bond market, bringing "hot money"
 to the table.  This hot money attempts to jump on-and-off the bandwagon,

                                      1

<PAGE>

Management Discussion and Analysis (continued)

       causing an exaggeration in the natural fluctuations of the market.  For
  example,  in  1995  speculators  borrowed  yen  at  very low interest rates,
  converted  those  yen  into dollars, and invested the borrowed money in U.S.
 Treasury securities.  This demand for Treasuries added to the bond rally last
  year.   As the Japanese economy appeared to firm, it became more likely that
  short-term  Japanese  rates  were  going  to  rise, which would increase the
  speculators' borrowing costs.  At the same time, the dollar began to plateau
  against  the  yen,  taking  away  another  advantage  of  the borrow yen/buy
  Treasuries  strategy.    Given the leverage these speculators use, they have
 little margin for error, so they quickly unwound their trades.

     This selling of Treasuries by speculators fueled a bond market correction
  that  also  had  an  uncertain  political  environment  and  commodity price
  increases  to contend with.  What this means is that we are at a point where
  all these negative expectations are built into the market and exaggerated by
  the  movement  of  speculative  money.  When the bad news is recognized, and
  positive  fundamentals remain in place for the long run, the ingredients are
 in place for a stronger bond market ahead.  These fundamentals are:

- -     A sustained trend toward fiscal responsibility;

- -     Above-trend increases in U.S. productivity over the past decade;

- -     Growing global competitiveness.

      Speculators are at great risk not only because of the degree of leverage
  they  use,  but  because they try to follow very short-term indicators which
 often follow no discernable pattern.  It is only by focusing on the long-term
  trends that are shaping the future of the bond market that it is possible to
  discern where the bond market is going over the long run.  We would add that
  while temporary deviations have occurred, as long as these fundamentals have
  been in place the bond market has repeatedly returned to the course of lower
 long-term interest rates and higher bond prices.

                                      2

<PAGE>

Management Discussion and Analysis (continued)


        We have invested the portfolio of this Series in bonds with a slightly
  longer  maturity  than  that  of  the  Series  benchmark,  the Merrill Lynch
  Corporate/Government  Intermediate  Index.    Working  within  the  Series
  restriction  of  a  maximum dollar-weighted average maturity of ten years or
 less, we have positioned the portfolio toward the long end of this spectrum. 
  The  longer maturity bonds offer higher interest payments, and there is also
 the potential for capital gains as long-term interest rates decline.

        We appreciate your confidence and wish you all the best throughout the
 rest of 1996.

Sincerely,


Manning & Napier Advisors, Inc.

[GRAPHIC]
[Pie Chart]

More than 7 Years - 40%
5-7 Years - 12%
3-5 Years - 23%
2-3 Years - 8%
1-2 Years - 5%
Less than 1 Year - 12%

                                      3

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The  value  of  a  $10,000  investment  in  the  Manning & Napier Fund, Inc. -
    Flexible Yield Series II from its inception (2/15/94) to present (4/30/96)
     as compared to the Merrill Lynch Corporate/Government Intermediate Index.
    1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Flexible Yield Series II

                                                                            Total Return
Through                                                 Growth of $10,000                  Average
04/30/96                                                    Investment       Cumulative     Annual
<S>                                                     <C>                 <C>            <C>

One Year                                                $           10,773          7.73%     7.73%
Inception 2                                             $           10,889          8.89%     3.93%
</TABLE>





<TABLE>

<CAPTION>



Merrill Lynch Corporate/Government Intermediate Index

                                                                           Total Return
Through                                                Growth of $10,000                  Average
04/30/96                                                   Investment       Cumulative     Annual
<S>                                                    <C>                 <C>            <C>

One Year                                               $           10,790          7.90%     7.90%
Inception 2                                            $           11,167         11.67%     5.13%
</TABLE>



1  The Merrill Lynch Corporate/Government Intermediate Index is a market value
  weighted measure of approximately 3,190 corporate and government bonds.  The
    Index  is comprised of investment grade bonds with maturities greater than
   one year but less than ten years.  The Index returns assume reinvestment of
  coupons and, unlike Fund returns, do not reflect any fees or expenses.

2  The  Fund  and Index performance are calculated from February 15, 1994, the
   Fund's inception date.  The Fund's performance is historical and may not be
  indicative of future results.

[GRAPHIC]
Line Chart

Date for Line Chart to follow:


<TABLE>

<CAPTION>



           Manning & Napier      Merrill Lynch Corporate/
            Flexible Yield    Government Intermediate Index
              Series III
<S>        <C>                <C>

02/15/94*  $          10,000  $                       10,000
06/30/94               9,510                           9,727
12/31/94               9,531                           9,799
06/30/95              10,576                          10,737
12/31/95              11,182                          11,301
04/30/96              10,889                          11,167
</TABLE>



*Inception date
                                      4

<PAGE>

<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                   Shares/Principal     Value
                                                        Amount        (Note 2)
U.S. TREASURY SECURITIES - 98.8%
<S>                                                <C>                <C>

U.S. TREASURY NOTES

U.S. Treasury Note, 7.50%, 1/31/1997               $          10,000  $ 10,138 
U.S. Treasury Note, 4.75%, 2/15/1997                          10,000     9,934 
U.S. Treasury Note, 6.875%, 2/28/1997                         30,000    30,300 
U.S. Treasury Note, 6.00%, 8/31/1997                          20,000    20,025 
U.S. Treasury Note, 5.125%, 11/30/1998                        20,000    19,500 
U.S. Treasury Note, 5.00%, 1/31/1999                          15,000    14,545 
U.S. Treasury Note, 6.50%, 4/30/1999                          25,000    25,180 
U.S. Treasury Note, 5.50%, 4/15/2000                          45,000    43,692 
U.S. Treasury Note, 6.75%, 4/30/2000                          25,000    25,312 
U.S. Treasury Note, 7.875%, 8/15/2001                         45,000    47,827 
U.S. Treasury Note, 5.875%, 2/15/2004                         60,000    57,244 
U.S. Treasury Note, 7.25%, 5/15/2004                         100,000   103,562 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $397,795)                                          407,259 

SHORT-TERM INVESTMENTS - 3.0%
Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $12,400)                                  12,400    12,400 

TOTAL INVESTMENTS - 101.8%
   (Identified Cost $410,195)                                          419,659 

LIABILITIES, LESS OTHER ASSETS - (1.8%)                                 (7,474)

NET ASSETS - 100%                                                     $412,185 

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      5
<PAGE>

<TABLE>

<CAPTION>



Federal Tax Information - April 30, 1996 (unaudited)

FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified
cost for federal income tax purposes of $410,195 was as follows:
<S>                                                                      <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                               $10,277

Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value                                  _813

UNREALIZED APPRECIATION - NET                                            $ 9,464

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (unaudited)

APRIL 30, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $410,195)(Note 2)  $419,659
Interest receivable                                          6,390
Receivable from investment advisor (Note 3)                  6,391

TOTAL ASSETS                                               432,440


LIABILITIES:

Accrued Directors' fees (Note 3)                             9,584
Audit fee payable                                            4,173
Other payables and accrued expenses                          6,498

TOTAL LIABILITIES                                           20,255

NET ASSETS FOR 41,564 SHARES OUTSTANDING                  $412,185


NET ASSETS CONSIST OF:

Capital Stock                                             $    415
Additional paid-in-capital                                 395,715
Undistributed net investment income                          6,013
Accumulated net realized gain on investments                   578
Net unrealized appreciation on investments                   9,464

TOTAL NET ASSETS                                          $412,185

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($412,185 / 41,564 shares)                                $   9.92
</TABLE>


The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>


<TABLE>

<CAPTION>




STATEMENT OF OPERATIONS (unaudited)


FOR THE FOUR MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $   8,851 


EXPENSES:

Management fees (Note 3)                                     630 
Directors' fees (Note 3)                                   2,292 
Transfer agent fees (Note 3)                                  34 
Audit fee                                                  3,352 
Custodian fee                                                 99 
Miscellaneous                                              1,729 

Total Expenses                                             8,136 

Less Waiver of Expenses (Note 3)                          (7,021)

Net Expenses                                               1,115 

NET INVESTMENT INCOME                                      7,736 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments                             580 
Net change in unrealized appreciation on investments     (19,416)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                        (18,836)

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                      ($11,100)
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF CHANGES (unaudited)
                                                         For the Four     For the
                                                         Months Ended    Year Ended
                                                           4/30/96        12/31/95
                                                        --------------  ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>             <C>

OPERATIONS:

Net investment income                                   $       7,736   $    25,818 
Net realized gain on investments                                  580         2,582 
Net change in unrealized appreciation on investments          (19,416)       45,414 

Net increase (decrease) in net assets from operations         (11,100)       73,814 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                     (2,086)      (25,351)
From net realized gains                                        (2,503)            - 

Total distributions to shareholders                            (4,589)      (25,351)


CAPITAL STOCK ISSUED AND REDEEMED:

Net decrease in net assets from capital share
   transactions (Note 5)                                      (10,152)       (5,951)


Net increase (decrease) in net assets                         (25,841)       42,512 


NET ASSETS:

Beginning of period                                           438,026       395,514 

End of period (including undistributed net investment
   income of $6,013 and $363, respectively)             $     412,185   $   438,026 



</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>



FINANCIAL HIGHLIGHTS (unaudited)                                                                                    

                                                                                                              For the Four
                                                                                                              Months Ended
                                                                                                                4/30/96
                                                                                                             --------------

Per share data (for a share outstanding throughout
each period )
<S>                                                                                                          <C>
                                                                                
NET ASSET VALUE - BEGINNING  OF PERIOD                                                                       $       10.30 

Income from investment operations:
   Net investment income                                                                                             0.186 
   Net realized and unrealized gain (loss)
      on investments                                                                                                (0.456)

Total from investment operations                                                                                    (0.270)

Less distributions to shareholders:
   From net investment income                                                                                       (0.050)
   From net realized gain on investment                                                                             (0.060)

Total distributions to shareholders                                                                                 (0.110)

NET ASSET VALUE - END OF PERIOD                                                                              $        9.92 

Total Return 1                                                                                                      (2.62%)

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                                       0.80%2 
    Net investment income*                                                                                          5.53%2 

Portfolio turnover                                                                                                       0%

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                                   $         412 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.
If these expenses had been incurred by the Fund, expenses would have been limited to that allowed by state
securities law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                                                        $       0.129 
Ratios (to average net assets):
   Expenses                                                                                                         2.50%2 
   Net investment income                                                                                            3.83%2 

1 Represents aggregate total return for the period indicated.
2 Annualized



FINANCIAL HIGHLIGHTS (unaudited)                                                                  For the Period
                                                                                                      2/15/94
                                                                                   For the        (commencement
                                                                                  Year Ended    of operations) to
                                                                                   12/31/95         12/31/94

Per share data (for a share outstanding throughout
each period )
<S>                                                                               <C>           <C>
                                                                                
NET ASSET VALUE - BEGINNING  OF PERIOD                                            $      9.27   $            10.00 

Income from investment operations:
   Net investment income                                                                 0.561                0.269 
   Net realized and unrealized gain (loss)                                         
      on investments                                                                     1.019               (0.738)

Total from investment operations                                                         1.580               (0.469)

Less distributions to shareholders:
   From net investment income                                                           (0.550)              (0.261)
   From net realized gain on investment                                                    -                    - 

Total distributions to shareholders                                                     (0.550)              (0.261)

NET ASSET VALUE - END OF PERIOD                                                   $     10.30   $             9.27 

Total Return 1                                                                          17.33%              (4.69%)

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                           0.80%              0.80%2 
    Net investment income*                                                              5.38%              5.40%2 

Portfolio turnover                                                                       35%                   0%

NET ASSETS - END OF PERIOD (000'S OMITTED)                                        $       438   $              396 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.
If these expenses had been incurred by the Fund, expenses would have been limited to that allowed by state
securities law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                             $     0.384   $            0.184 
Ratios (to average net assets):
   Expenses                                                                             2.50%              2.50%2 
   Net investment income                                                                3.68%              3.70%2 

1 Represents aggregate total return for the period indicated.
2 Annualized

</TABLE>


     The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>

Notes to Financial Statements (unaudited)


1.     ORGANIZATION
      Flexible Yield Series II (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of which 50 million have been designated as Flexible Yield Series II Class N
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio  securities listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.


                                      11

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of deferral of certain losses, or character reclassification between
 net income and net gains or other required tax adjustments.  As a result, net
  investment  income  (loss)  and  net  investment  gain  (loss) on investment
  transactions  for  a  reporting  period  may  differ  significantly  from
  distributions to shareholders during such period.  As a result, the Fund may
  periodically  make  reclassification  among  its  capital  accounts  without
 impacting the Fund's net asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.45% of the Fund's
 average daily net assets.  The fee amounted to $630 for the four months ended
 April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

                                      12

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (CONTINUED)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.80%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $6,391  for  the  four  months ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate of 0.024%; this fee amounted to $34 for the four months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $2,292 for the
 four months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $0 and $5,528 respectively, for the four months ended April 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>



Transactions in shares of Flexible Yield Series II Class N Common Stock were:
                                                                               For the Four Months               For the Year
                                                                                  ended 4/30/96                 ended 12/31/95
                                                                               --------------------             ---------------
                                                                                      Shares          Amount        Shares
                                                                               --------------------  ---------  ---------------
<S>                                                                            <C>                   <C>        <C>

Sold                                                                                           983   $  9,935           17,414 
Reinvested                                                                                     463      4,589            2,527 
Redeemed                                                                                    (2,427)   (24,676)         (20,065)
Total                                                                                         (981)  $(10,152)            (124)


Transactions in shares of Flexible Yield Series II Class N Common Stock were:



                                                                                 Amount
                                                                               ----------
<S>                                                                            <C>

Sold                                                                           $ 173,234 
Reinvested                                                                        25,352 
Redeemed                                                                        (204,537)
Total                                                                          $  (5,951)
</TABLE>



The  Advisor  owned  13,532  shares  on  April  30,  1996 and 13,383 shares on
    December  31, 1995.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)


6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
 purposes.  No such investments were held by the Fund on April 30, 1996.

7.     CHANGE IN FISCAL YEAR END
          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

8.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      14

<PAGE>
<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                          FLEXIBLE YIELD SERIES III

                              Semi-Annual Report
                                April 30, 1996

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

     1995 saw a steep drop in interest rates, and this fueled an exceptionally
  strong  bond  market.   Although some back-up in rates is not a big surprise
  after a move of this magnitude, we believe  that the market has overreacted,
  as has often been the case recently.  This has hurt bond investors so far in
  1996,  but  also created very attractive real rates (interest rates over and
 above inflation) by the end of April, and in the process, what we believed to
 be a good buying opportunity.

      On the surface, the change in fortunes for the bond market can be traced
  to  the expectations that drive the market in the short-term.  Late in 1995,
  many  investors  felt  that the economy could slip into recession during the
 year ahead, a bullish sign for bonds.  When economic indicators were stronger
  than expected in the first quarter of 1996, this bullishness was replaced by
  inflation fears.  Of particular concern is the labor market, as the February
  and  March  releases  of  the Bureau of Labor Statistics' reports on new job
 creation rocked the bond market with fears of a tight labor market.

     Inflation fears have spooked the market from time to time in the past few
  years,  notably  in 1994 and recently, but it is noteworthy that nothing has
  really  come  of these fears.  In the end, inflation has held rock-steady at
  moderate  levels.    Moreover,  the real interest rates now offered by bonds
  build  in an expectation of higher inflation that should leave room for some
  tick up in inflation.  Ultimately though, the long-term factors of increased
  foreign trade and generally slack labor markets around the world represent a
  powerful external check on sustained inflation.  It is to these fundamentals
  that  the  bond  market  has  consistently  returned  after  its  temporary
 flirtations with inflation fears.

     The reason the bond market has become more sensitive to short-term shifts
  in  expectations  is  because of the impact speculators have on the market. 
 Speculators operate at the margins of the bond market, bringing "hot money"

                                      1

<PAGE>

Management Discussion and Analysis (continued)

      to the table.  This hot money attempts to jump on-and-off the bandwagon,
  causing  an  exaggeration  in  the  natural fluctuations of the market.  For
  example,  in  1995  speculators  borrowed  yen  at  very low interest rates,
  converted  those  yen  into dollars, and invested the borrowed money in U.S.
 Treasury securities.  This demand for Treasuries added to the bond rally last
  year.   As the Japanese economy appeared to firm, it became more likely that
  short-term  Japanese  rates  were  going  to  rise, which would increase the
  speculators' borrowing costs.  At the same time, the dollar began to plateau
  against  the  yen,  taking  away  another  advantage  of  the borrow yen/buy
  Treasuries  strategy.    Given the leverage these speculators use, they have
 little margin for error, so they quickly unwound their trades.

     This selling of Treasuries by speculators fueled a bond market correction
  that  also  had  an  uncertain  political  environment  and  commodity price
  increases  to contend with.  What this means is that we are at a point where
  all these negative expectations are built into the market and exaggerated by
  the  movement  of  speculative  money.  When the bad news is recognized, and
  positive  fundamentals remain in place for the long run, the ingredients are
 in place for a stronger bond market ahead.  These fundamentals are:

- -     A sustained trend toward fiscal responsibility;

- -     Above-trend increases in U.S. productivity over the past decade;

- -     Growing global competitiveness.

      Speculators are at great risk not only because of the degree of leverage
  they  use,  but  because they try to follow very short-term indicators which
 often follow no discernable pattern.  It is only by focusing on the long-term
  trends that are shaping the future of the bond market that it is possible to
  discern where the bond market is going over the long run.  We would add that
  while temporary deviations have occurred, as long as these fundamentals have
  been in place the bond market has repeatedly returned to the course of lower
 long-term interest rates and higher bond prices.

                                      2

<PAGE>

Management Discussion and Analysis (continued)

          We have invested the portfolio of this Series in bonds with a longer
  maturity  than  that  of  the  Series  benchmark,  the  Merrill  Lynch
  Corporate/Government  Index.   This Series does not have a restriction as to
  the  maturity  of  the bonds in which it invests, and we have positioned the
  portfolio  in  longer-term  bonds.    The longer maturity bonds offer higher
  interest payments and also offer the greatest potential for capital gains as
 long-term interest rates decline.

        We appreciate your confidence and wish you all the best throughout the
 rest of 1996.

Sincerely,


Manning & Napier Advisors, Inc.

[GRAPHIC]
[Pie Chart]

Effective Maturity - As of 4/30/96

Less than 1 Year - 9%
1-2 Years - 5%
2-3 years - 6%
3-5 Years - 12%
5-7 Years - 18%
7-10 Years - 17%
Over 10 Years - 33%
[GRAPHIC]
[Pie Chart]

Portfolio Composition - As of 4/30/96

U.S. Treasury Securities - 93%
Mortgage Backed Securities - 7%

                                      3

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The  value  of  a  $10,000  investment  in  the  Manning & Napier Fund, Inc. -
        Flexible  Yield  Series  III  from its inception (12/20/93) to present
        (4/30/96)  as  compared to the Merrill Lynch Corporate/Government Bond
    Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Flexible Yield Series III

                                                                             Total Return
Through                                                  Growth of $10,000                  Average
04/30/96                                                     Investment       Cumulative     Annual
<S>                                                      <C>                 <C>            <C>

One Year                                                 $           10,875          8.75%     8.75%
Inception 2                                              $           10,868          8.68%     3.58%
</TABLE>



<TABLE>

<CAPTION>



Merrill Lynch Corporate/Government Bond Index

                                                                   Total Return
Through                                        Growth of $10,000                  Average
04/30/96                                           Investment       Cumulative     Annual
<S>                                            <C>                 <C>            <C>

One Year                                       $           10,870          8.70%     8.70%
Inception 2                                    $           11,191         11.91%     4.87%
</TABLE>



1 The Merrill Lynch Corporate/Government Bond Index is a market value weighted
  measure of approximately 4,540 corporate and government bonds.  The Index is
    comprised  of investment grade securities with maturities greater than one
    year.    The Index returns assume reinvestment of coupons and, unlike Fund
  returns, do not reflect any fees or expenses.

2  The  Fund  and Index performance are calculated from December 20, 1993, the
   Fund's inception date.  The Fund's performance is historical and may not be
  indicative of future results.

[GRAPHIC]
Line Chart

Data for Line Chart to follow:

<TABLE>

<CAPTION>



           Manning & Napier Flexible   Merrill Lynch Corporate /
                Yield Series III         Government Bond Index
<S>        <C>                         <C>

12/20/93*  $                   10,000  $                   10,000
12/31/93                        9,960                      10,013
06/30/94                        9,349                       9,602
12/31/94                        9,380                       9,686
06/30/95                       10,634                      10,815
12/31/95                       11,451                      11,532
04/30/96                       10,868                      11,191
</TABLE>



*Inception date
                                      4

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                         Principal    Amount
                                                           Amount    (Note 2)
U.S. TREASURY SECURITIES - 92.35%
<S>                                                      <C>         <C>

U.S. TREASURY BONDS - 19.37%
      U.S. Treasury Bond, 7.25%, 8/15/2022
      (Identified Cost $186,166)                         $  200,000  $204,000 

U.S. TREASURY NOTES - 66.77%
      U.S. Treasury Note, 4.375%, 11/15/1996                 25,000    24,852 
      U.S. Treasury Note, 7.50%, 1/31/1997                   40,000    40,550 
      U.S. Treasury Note, 6.875%, 2/28/1997                  35,000    35,350 
      U.S. Treasury Note, 5.00%, 1/31/1998                   50,000    49,172 
      U.S. Treasury Note, 5.125%, 11/30/1998                 60,000    58,500 
      U.S. Treasury Note, 7.75%, 11/30/1999                  40,000    41,775 
      U.S. Treasury Note, 5.50%, 4/15/2000                   25,000    24,273 
      U.S. Treasury Note, 6.25%, 8/31/2000                   60,000    59,681 
      U.S. Treasury Note, 7.50%, 11/15/2001                  35,000    36,641 
      U.S. Treasury Note, 6.375%, 8/15/2002                 150,000   148,781 
      U.S. Treasury Note, 5.75%, 8/15/2003                   15,000    14,259 
      U.S. Treasury Note, 5.875%, 2/15/2004                 100,000    95,406 
      U.S. Treasury Note, 6.50%, 8/15/2005                   75,000    74,016 

    TOTAL U.S. TREASURY NOTES
        (Identified Cost $702,170)                                    703,256 

U.S. TREASURY STRIPPED SECURITIES - 6.21%
      Interest Stripped - Principal Payment, 8/15/2014      143,000    38,527 
      Interest Stripped - Principal Payment, 5/15/2014       98,000    26,886 

      TOTAL U.S. TREASURY STRIPPED SECURITIES
        (Identified Cost $71,006)                                      65,413 

TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $959,342)                                          972,669 
</TABLE>






   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>



<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                      Pricipal        Value
                                                    Amount/Shares   (Note 2)
<S>                                                 <C>            <C>

U.S. GOVERNMENT SECURITIES - 6.89%
MORTGAGE BACKED SECURITIES
      GNMA, Pool #224199, 9.50%, 7/15/2018                 90,000      17,664 
      GNMA, Pool #299164, 9.00%, 12/15/2020               129,322      20,607 
      GNMA, Pool #376345, 6.50%, 12/15/2023                40,000      34,293 

TOTAL U.S. GOVERNMENT SECURITIES
    (Identified Cost $69,026)                                          72,564 

SHORT-TERM INVESTMENTS - 0.74%
      Dreyfus U.S. Treasury Money Market Reserves
      (Identified Cost $7,795)                              7,795       7,795 

TOTAL INVESTMENTS  - 99.98%
   (Identified Cost $1,036,163)                                     1,053,028 

OTHER INVESTMENTS, LESS LIABILITIES - 0.02%                               260 

NET ASSETS - 100%                                                  $1,053,288 
</TABLE>







<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified cost for federal
income tax purposes of $1,036,163 was as follows:
<S>                                                                                      <C>
                                                                                    
Aggregate gross unrealized appreciation for all investments in
which there was an excess of value over tax cost                                         $ 30,879 

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost over value                                          (14,014)

UNREALIZED APPRECIATION - NET                                                            $ 16,865 

</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

APRIL 30, 1996
<S>                                                         <C>

ASSETS:

Investments, at value (Identified Cost $1,036,163)(Note 2)  $1,053,028
Interest receivable                                             14,694
Receivable from investment advisor (Note 3)                      4,593

TOTAL ASSETS                                                 1,072,315


LIABILITIES:

Accrued Directors' fees (Note 3)                                 9,584
Transfer agent fees payable (Note 3)                                86
Audit fee payable                                                2,436
Other payables and accrued expenses                              6,921

TOTAL LIABILITIES                                               19,027

NET ASSETS FOR 106,800 SHARES OUTSTANDING                   $1,053,288


NET ASSETS CONSIST OF:

Capital Stock                                               $    1,068
Additional paid-in-capital                                   1,021,523
Undistributed net investment income                              9,326
Accumulated net realized gain on investments                     4,506
Net unrealized appreciation on investments                      16,865

TOTAL NET ASSETS                                            $1,053,288

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($1,053,288/106,800 shares)                                 $     9.86
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>


<TABLE>

<CAPTION>



STATEMENT OF OPERATIONS (unaudited)


FOR THE FOUR MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $  24,059 

EXPENSES:

Management fees (Note 3)                                   1,785 
Directors' fees (Note 3)                                   2,292 
Transfer agent fees (Note 3)                                  86 
Audit fee                                                  3,352 
Custodian fee                                                 99 
Miscellaneous                                              1,785 

Total Expenses                                             9,399 

Less Waiver of Expenses (Note 3)                          (6,378)

Net Expenses                                               3,021 

NET INVESTMENT INCOME                                     21,038 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments                           4,678 
Net change in unrealized appreciation on investments     (81,578)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                        (76,900)

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                      ($55,862)

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8


<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF CHANGES (unaudited)
                                                            For the Four     For the
                                                            Months Ended    Year Ended
                                                              4/30/96        12/31/95
                                                           --------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                        <C>             <C>

Net investment income                                      $      21,038   $    58,364 
Net realized gain (loss) on investments                            4,678          (132)
Net change in unrealized appreciation on investments             (81,578)      128,849 

Net increase (decrease) in net assets from operations            (55,862)      187,081 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                       (12,100)      (57,528)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                         (37,974)      282,134 


Net increase (decrease) in net assets                           (105,936)      411,687 


NET ASSETS:

Beginning of period                                            1,159,224       747,537 

End of period (including undistributed net investment
   income of $9,326 and $388, respectively)                $   1,053,288   $ 1,159,224 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>



FINANCIAL HIGHLIGHTS (unaudited)
                                                                                                            For the Period
                                                                      For the      For the     For the        12/20/93
                                                                     Four Months      Year        Year        (commence-
                                                                        Ended        Ended       Ended         ment of
                                                                      04/30/96      12/31/95    12/31/94    operations) to
                                                                                                                 12/31/93
Per share data (for a share outstanding                              
throughout each period):                                              
<S>                                                                  <C>            <C>         <C>         <C>

NET ASSET VALUE - BEGINNING OF PERIOD                                $      10.51   $    9.11   $    9.95   $         10.00 
                                                                     

Income from investment operations:
   Net investment income                                                     0.199       0.582       0.262             0.010 
   Net realized and unrealized gain (loss)
      on investments                                                        (0.734)      1.393      (0.841)           (0.050)
Total from investment operations                                            (0.535)      1.975      (0.579)           (0.040)
                                                                        
Less distributions to shareholders:
   From net investment income                                               (0.115)     (0.575)     (0.261)           (0.010)

NET ASSET VALUE - END OF PERIOD                                      $       9.86   $   10.51   $    9.11   $          9.95 
                                                                     

Total Return 1                                                             (5.09%)      22.09%     (5.83%)           (0.50%)

Ratios (to average net assets)/Supplemental Data:
Expenses*                                                                   0.85%2        0.85%       0.85%           0.85%2 
Net investment income*                                                      5.90%2        6.13%       6.22%           3.85%2 

Portfolio turnover                                                          5%          6%          1%                0%

NET ASSETS - END OF PERIOD (000'S OMITTED)                           $      1,053   $   1,159   $     748   $            75 
                                                                     

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.  If these
expenses had  been incurred by the Fund for the periods ended December 31, 1993, December 31, 1994, and April 30,
 1996, expenses wou.ld have been limited to that allowed by state securities law.  If the full expenses allowed by state
securities law had been incurred by the Fund, the net investment income per share and the ratios would have been as
 follows:

Net investment income                                                $      0.143   $   0.429   $   0.192   $         0.010 
Ratios(to average net assets):
     Expenses                                                               2.50%2        2.46%       2.50%           2.50%2 
     Net investment income                                                  4.25%2        4.52%       4.57%           2.20%2 
</TABLE>






1 Represents aggregate total return for the period indicated.
2 Annualized.


   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>

Notes to Financial Statements (unaudited)


1.     ORGANIZATION
     Flexible Yield Series III (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
 of which 50 million have been designated as Flexible Yield Series III Class O
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio  securities listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      11
<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

At  April  30,  1996, the Fund, for federal income tax purposes, had a capital
   loss carryforward of $172, which will expire on December 31, 2003.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and net gains or other tax adjustments.  As a result, net investment
 income (loss) and net investment gain (loss) on investment transactions for a
  reporting period may differ significantly from distributions to shareholders
  during  such  period.    As  a  result,  the  Fund  may  periodically  make
  reclassification among its capital accounts without impacting the Fund's net
 asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.50% of the Fund's
  average  daily  net  assets.  The fee amounted to $1,785 for the four months
 ended April 30, 1996.

                                      12

<PAGE>

Notes to Financial Statements (unaudited)



3.     TRANSACTIONS WITH AFFILIATES (continued)

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.85%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $4,593  for  the  four  months ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate of 0.024%; this fee amounted to $86 for the four months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $2,292 for the
 four months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $49,234 and $68,504, respectively, for the four months ended April  30, 1996.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)

<TABLE>

<CAPTION>



5.  CAPITAL STOCK TRANSACTIONS
Transactions in shares of Flexible Yield Series III Class O Common Stock were:
                                                                                For the Four Months               For the Year
                                                                                   ended 4/30/96                 ended 12/31/95
                                                                                --------------------             ---------------
                                                                                       Shares          Amount        Shares
                                                                                --------------------  ---------  ---------------
<S>                                                                             <C>                   <C>        <C>

Sold                                                                                          3,048   $ 30,720           23,843 
Reinvested                                                                                    1,000      9,891            4,597 
Redeemed                                                                                     (7,579)   (78,585)            (129)
Total                                                                                        (3,531)  $(37,974)          28,311 


5.  CAPITAL STOCK TRANSACTIONS
Transactions in shares of Flexible Yield Series III Class O Common Stock were:



                                                                                 Amount
                                                                                ---------
<S>                                                                             <C>
                                                                                <C>
Sold                                                                            $236,968 
Reinvested                                                                        46,488 
Redeemed                                                                          (1,322)
Total                                                                           $282,134 
</TABLE>


The Advisor owned 10,533 shares on April 30, 1996 and 10,412 shares on
 December 31, 1995.

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
 purposes.  No such investments were held by the Fund on April 30, 1996.

7.     CHANGE IN FISCAL YEAR END
          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

8.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      14

<PAGE>

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                            MAXIMUM HORIZON SERIES

                              Semi-Annual Report
                                April 30, 1996

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

When  we introduced two new objectives-based series of the Fund, the Defensive
     Series and the Maximum Horizon Series, last November, we also changed the
        fiscal year of the two existing series, the Blended Asset Series I and
          II.   Now all four of the objectives-based series have a fiscal year
       ending on October 31st, and the schedule for the Annual and Semi-Annual
        Reports has changed as well.  This report will provide information for
     the six-month period ending April 30, 1996.

As  should  be expected after the unusually high stock and bond market returns
     of 1995, this period has been somewhat unsettled in the markets.  Indeed,
      the  markets  have  been  reacting  strongly  and  quickly  to  investor
      expectations and fears.  The specter of inflation was again spooking the
      markets,  especially  following  the  Bureau of Labor Statistics release
     showing an unexpectedly large increase in jobs in the month of February. 
      Because  inflation would decrease the value of future interest payments,
      bond  prices  fall  when  there  are fears of increasing inflation.  The
      employment  report  also  scared  the  stock market, as reflected in the
   171-point drop in the Dow Jones Industrial Average following its release.

For  a  variety  of  reasons,  we  expect inflation to remain low.  Increasing
        global  competition  provides  a  downward influence on wages, because
        companies  can  look  outside  the  U.S. for workers if wages increase
        domestically.    Increased  competition  also restricts the ability of
        companies  to  raise  prices.    In  addition,  the sharp increases in
    productivity in U.S. factories in the last few years mean that more output
     can be created with less labor -- this also acts against rising wages and
    prices.

Another  component  of  prices which can lead to inflation is the price of raw
          materials.  Food and energy prices have increased, due partly on the
          harsh winter that most of the nation experienced.  Grain prices have
        also been affected by increased exports.  We are keeping a close watch
              on commodity prices, but it should be noted that prices of other
           commodities have not increased, and in many cases they are actually
        declining.

Our  long-term  overview  remains  in  place.  We continue to expect long-term
        interest  rates to resume their decline and for inflation to remain in
     check, while we continue to experience moderate growth.  We have kept the
        allocation between stocks, bonds, and cash relatively stable over this
    period, as our long-term outlook has been steady.

In  the  stock portion of the portfolio, we continue to hold consumer cyclical
      and foreign utilities, and we have reduced our transportation holdings. 
   Our holdings in technology stocks were relatively small at the beginning of
    the year, but we have added technology stocks in the last few months as we
   identified potential opportunities.


                                      1

<PAGE>

Management Discussion and Analysis (continued)

In  the  bond  portion  of  the  portfolio,  we  view the spike in rates as an
   opportunity to  lengthen the duration of the bonds in order to benefit from
    our overview of falling rates.  Longer maturity bonds offer higher yields,
    and they also offer the greatest opportunity for capital appreciation when
   long-term interest rates fall, as we expect.

We  have  positioned  the  portfolio  to  benefit  from the expected trends of
    continued moderate growth in stocks and declining long-term interest rates
    in bonds.  Our holdings in cash and cash equivalents are fairly high while
   we look for attractive investment opportunities.  Although investors should
    expect some short-term volatility going forward, we would advise investors
      to  focus  on the longer term trends which tend to have a more important
   effect on long-term investment success.

We appreciate your confidence and wish you all the best throughout the rest of
   1996.

Sincerely,



Manning & Napier Advisors, Inc.

[GRAPHIC]
[PIE CHART]

Stocks - 51%
Bonds - 42%
Cash & Equivalents - 7%

                                      2

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Maximum
        Horizon  Series  from  its inception (11/1/95) to present (4/30/96) as
    compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Maximum Horizon Series

                                                                          Total Return
Through                                               Growth of $10,000                  Average
04/30/96                                                  Investment       Cumulative    Annual
<S>                                                   <C>                 <C>            <C>

Inception 2                                           $           10,753          7.53%  N/A
</TABLE>



<TABLE>

<CAPTION>



Standard & Poor's 500 Total Return Index

                                                              Total Return
Through                                   Growth of $10,000                  Average
04/30/96                                      Investment       Cumulative    Annual
<S>                                       <C>                 <C>            <C>

Inception 2                               $           11,376         13.76%  N/A
</TABLE>



1  The  Standard  &  Poor's  (S&P)  500  Total  Return  Index  is an unmanaged
    capitalization-weighted  measure  of  approximately 500 widely held common
    stocks listed on the New York Stock Exchange, American Stock Exchange, and
    Over-The-Counter  market.  The Index returns assume reinvestment of income
  and, unlike Fund returns, do not reflect any fees or expenses.

2  The  Fund  and  Index performance are calculated from November 1, 1995, the
   Fund's inception date.  The Fund's performance is historical and may not be
  indicative of future results.

[GRAPHIC]
Line Chart

Data for Line Chart to follow:

<TABLE>

<CAPTION>




           Manning & Napier Maximum   Standard Poors 500 Total
                Horizon Series              Return Index
<S>        <C>                        <C>

11/01/95*  $                  10,000  $                  10,000
01/31/96                      10,492                     11,001
04/30/96                      10,753                     11,376
</TABLE>



*Inception date

                                      3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                             Value
                                                   Shares  (Note 2)
COMMON STOCK - 51.1%
<S>                                                <C>     <C>

AIR TRANSPORTATION - 1.9%
   Federal Express Corp.*                             100  $  8,074 

APPAREL - 3.3%
   VF Corp.                                           250    14,250 

CHEMICAL & ALLIED PRODUCTS - 5.1%
   Alliance Pharmaceutical Corp.*                     100     1,812 
   International Specialty Products, Inc.*            125     1,563 
   Proctor & Gamble Co.                               225    19,013 
                                                             22,388 
COMMUNICATIONS - 6.3%
  RADIO & TELEPHONE COMMUNICATIONS - 1.9%
   Stet Societa' Finanziaria Telefonica S.p.A.        250     8,438 

  TELEPHONE COMMUNICATIONS - 4.4%
   BCE, Inc.                                          150     5,906 
   Cable & Wireless plc. - ADR                        225     5,259 
   Telefonica de Espana - ADR                         150     7,894 
                                                             19,059 
                                                             27,497 

COMPUTER EQUIPMENT - 1.8%
   Bay Networks, Inc.*                                250     7,875 

CRUDE PETROLEUM & NATURAL GAS - 4.2%
   Burlington Resources, Inc.                         200     7,450 
   Seagull Energy Corp.*                              300     7,313 
   YPF Sociedad Anonima - ADR                         150     3,281 
                                                             18,044 

ELECTRONICS & ELECTRICAL EQUIPMENT - 7.0%
  HOUSEHOLD APPLIANCES - 2.4%
   Sunbeam Corporation, Inc.                          300     4,163 
   Whirlpool Corp.                                    100     6,013 
                                                             10,176 
  SEMICONDUCTORS - 2.0%
   Intel Corp.                                        125     8,468 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      4

<PAGE>

<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                                   Shares/Principal    Value
                                                                        Amount       (Note 2)
<S>                                                                <C>               <C>

Electronic & Electrical Equipment (continued)
  TELECOMMUNICATIONS EQUIPMENT - 2.6%
   General Instrument Corp.*                                                    350  $ 11,463 
                                                                                       30,107 

GLASS PRODUCTS - 0.8%
   Corning, Inc.                                                                100     3,475 

HEALTH SERVICES - 1.1%
   Caremark International, Inc.                                                 175     4,834 

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.9%
   Eastman Kodak Co.                                                             50     3,825 

RESTAURANTS - 2.5%
   McDonald's Corp.                                                             225    10,772 

RETAIL - 9.6%
  RETAIL - SHOE STORES - 0.8%
   Brown Group, Inc.                                                            225     3,600 

  RETAIL - SPECIALTY STORES - 8.8%
   Fabri-Centers of America - Class A*                                          150     1,538 
   Fabri-Centers of America - Class B*                                          150     1,500 
   Fingerhut Companies, Inc.                                                    425     5,418 
   Hancock Fabrics, Inc.                                                        200     2,200 
   Home Depot, Inc.                                                             250    11,843 
   Tandy Corp.                                                                  300    15,563 
                                                                                       38,062 
                                                                                       41,662 

SOFTWARE - 5.2%
   Oracle Corp.*                                                                675    22,781 

UTILITIES - ELECTRIC - 1.4%
   Enersis S.A. -ADR                                                            200     5,950 

TOTAL COMMON STOCK
   (Identified Cost $199,926)                                                         221,534 

U.S. TREASURY SECURITIES - 42.2%

U.S. TREASURY BONDS - 12.5%
  U.S. Treasury Bond, 6.875%, 8/15/2025 (Identified Cost $60,091)            55,000    54,347 
</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>

<TABLE>

<CAPTION>



Investment Portfolio - April 30, 1996 (unaudited)
                                                           Principal Amount/     Value
                                                                 Shares        (Note 2)
<S>                                                        <C>                 <C>

U.S. TREASURY NOTES - 27.4%
  U.S. Treasury Note, 5.375%, 11/30/1997                   $           25,000  $ 24,781 
  U.S. Treasury Note, 6.125%, 9/30/2000                                70,000    69,300 
  U.S. Treasury Note, 6.50%, 8/15/2005                                 25,000    24,672 

TOTAL U.S. TREASURY NOTES
   (Identified Cost $121,735)                                                   118,753 

U.S. TREASURY BILLS - 2.3%
   U.S. Treasury Bill, 5/16/1996 (Identified Cost $9,980)              10,000     9,980 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $191,806)                                                   183,080 

SHORT-TERM INVESTMENTS - 1.9%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $8,434)                                             8,434     8,434 

TOTAL INVESTMENTS - 95.2%
   (Identified Cost $400,166)                                                   413,048 

OTHER ASSETS, LESS LIABILITIES - 4.8%                                            20,801 

NET ASSETS - 100%                                                              $433,849 
</TABLE>


*Non-income producing security



<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified cost for federal income tax purposes
of $400,166 was as follows:
<S>                                                                                                          <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                                                                   $ 24,059 

Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value                                                                    (11,177)

UNREALIZED APPRECIATION - NET                                                                                $ 12,882 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (unaudited)

APRIL 30, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $400,166)(Note 2)  $413,048
Cash                                                        17,982
Interest receivable                                          2,054
Dividends receivable                                           197
Receivable from investment advisor (Note 3)                  7,805

TOTAL ASSETS                                               441,086


LIABILITIES:

Accrued Directors' fees (Note 3)                             3,494
Audit fee payable                                            3,692
Other payables and accrued expenses                             51

TOTAL LIABILITIES                                            7,237

NET ASSETS FOR 40,535 SHARES OUTSTANDING                  $433,849


NET ASSETS CONSIST OF:

Capital Stock                                             $    405
Additional paid-in-capital                                 415,924
Undistributed net investment income                          3,035
Accumulated net realized gain on investments                 1,603
Net unrealized appreciation on investments                  12,882

TOTAL NET ASSETS                                          $433,849

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($433,849/40,535 shares)                                  $  10.70
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>

<TABLE>

<CAPTION>





STATEMENT OF OPERATIONS (unaudited)


FOR THE SIX MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $ 4,361 
Dividends                                                  859 

Total Investment Income                                  5,220 


EXPENSES:

Management fees (Note 3)                                 1,278 
Directors' fees (Note 3)                                 3,494 
Transfer agent fees (Note 3)                                31 
Audit fee                                                3,967 
Custodian fee                                              900 
Miscellaneous                                              958 

Total Expenses                                          10,628 

Less Waiver of Expenses (Note 3)                        (9,083)

Net Expenses                                             1,545 

NET INVESTMENT INCOME                                    3,675 


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments                         1,603 
Net change in unrealized appreciation on investments    12,882 

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                       14,485 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $18,160 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8
<PAGE>

<TABLE>

<CAPTION>





STATEMENT OF CHANGES (unaudited)

                                                         For the Six
                                                         Months Ended
                                                           4/30/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>

OPERATIONS:

Net investment income                                   $       3,675 
Net realized gain on investments                                1,603 
Net change in unrealized appreciation on investments           12,882 

Net increase in net assets from operations                     18,160 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                       (640)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      416,329 


Net increase in net assets                                    433,849 


NET ASSETS:

Beginning of period                                                 - 

End of period (including undistributed net investment
   income of $3,035)                                    $     433,849 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>




FINANCIAL HIGHLIGHTS (unaudited)

                                                                                                         For the Six
                                                                                                         Months Ended
                                                                                                           4/30/96
Per share data (for a share outstanding throughout
each period )
<S>                                                                                                     <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                                                  $       10.00 

Income from investment operations:
   Net investment income                                                                                        0.126 
   Net realized and unrealized gain (loss)
      on investments                                                                                            0.625 

Total from investment operations                                                                                0.751 

Less distributions to shareholders:
   From net investment income                                                                                  (0.051)

NET ASSET VALUE - END OF PERIOD                                                                         $       10.70 

Total Return 1                                                                                                   7.53%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                                  1.20%2 
    Net investment income*                                                                                     2.85%2 

Portfolio turnover                                                                                                 23%

Average commission rate paid                                                                            $      0.0904 

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                              $         434 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.
 If these expenses had been incurred by the Fund, expenses would have been limited to that allowed
 by state securities law and the net investment income per share and the ratios would have been as
 follows:


Net investment income                                                                                   $       0.069 

Ratios (to average net assets):
   Expenses                                                                                                    2.50%2 
   Net investment income                                                                                       1.55%2 

1 Represents aggregate total return for the period indicated.
2 Annualized

</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>


Notes to Financial Statements (unaudited)


1.     ORGANIZATION

        Maximum Horizon Series (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of  which 100 million have been designated as Maximum Horizon Series Class B
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.
      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      11

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
  semi-annually.  Distributions  are  recorded  on  the  ex-dividend  date.  
  Distributions of net realized gains are distributed annually.  An additional
 distribution may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and net gains or other tax adjustments.  As a result, net investment
 income (loss) and net investment gain (loss) on investment transactions for a
  reporting period may differ significantly from distributions to shareholders
  during  such  period.    As  a  result,  the  Fund  may  periodically  make
  reclassification among its capital accounts without impacting the Fund's net
 asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.   The fee amounted to $1,278 for the six months
 ended April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
 are "affiliated persons" of the Fund or of the Advisor, and all personnel

                                      12

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (continued)

       of the Fund or of the Advisor performing services relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.2%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $7,805  for  the  six  months  ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $31 for the six months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $3,494 for the
 six months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $430,817 and $50,534, respectively, for the six months ended April 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS
         Transactions in shares of Maximum Horizon Series Class B Common Stock
 were:

<TABLE>

<CAPTION>



            For the Six Months
               Ended 4/30/96
                  Shares          Amount
            -------------------  ---------
<S>         <C>                  <C>

Sold                    48,561   $499,381 
Reinvested                  62        640 
Redeemed                (8,088)   (83,692)
Total                   40,535   $416,329 
</TABLE>


The Advisor owned 12,562 shares on April 30, 1996.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on April 30, 1996.

7.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      14

<PAGE>

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                               DEFENSIVE SERIES

                              Semi-Annual Report
                                April 30, 1996

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

When  we introduced two new objectives-based series of the Fund, the Defensive
     Series and the Maximum Horizon Series, last November, we also changed the
        fiscal year of the two existing series, the Blended Asset Series I and
          II.   Now all four of the objectives-based series have a fiscal year
       ending on October 31st, and the schedule for the Annual and Semi-Annual
        Reports has changed as well.  This report will provide information for
     the six-month period ending April 30, 1996.

As  should  be expected after the unusually high stock and bond market returns
     of 1995, this period has been somewhat unsettled in the markets.  Indeed,
      the  markets  have  been  reacting  strongly  and  quickly  to  investor
      expectations and fears.  The specter of inflation was again spooking the
      markets,  especially  following  the  Bureau of Labor Statistics release
     showing an unexpectedly large increase in jobs in the month of February. 
      Because  inflation would decrease the value of future interest payments,
      bond  prices  fall  when  there  are fears of increasing inflation.  The
      employment  report  also  scared  the  stock market, as reflected in the
   171-point drop in the Dow Jones Industrial Average following its release.

For  a  variety  of  reasons,  we  expect inflation to remain low.  Increasing
        global  competition  provides  a  downward influence on wages, because
        companies  can  look  outside  the  U.S. for workers if wages increase
        domestically.    Increased  competition  also restricts the ability of
        companies  to  raise  prices.    In  addition,  the sharp increases in
    productivity in U.S. factories in the last few years mean that more output
     can be created with less labor -- this also acts against rising wages and
    prices.

Another  component  of  prices which can lead to inflation is the price of raw
          materials.  Food and energy prices have increased, due partly on the
          harsh winter that most of the nation experienced.  Grain prices have
        also been affected by increased exports.  We are keeping a close watch
              on commodity prices, but it should be noted that prices of other
           commodities have not increased, and in many cases they are actually
        declining.

Our  long-term  overview  remains  in  place.  We continue to expect long-term
        interest  rates to resume their decline and for inflation to remain in
     check, while we continue to experience moderate growth.  We have kept the
        allocation between stocks, bonds, and cash relatively stable over this
    period, as our long-term outlook has been steady.

In  the  stock portion of the portfolio, we continue to hold consumer cyclical
      and foreign utilities, and we have reduced our transportation holdings. 
   Our holdings in technology stocks were relatively small at the beginning of
    the year, but we have added technology stocks in the last few months as we
   identified potential opportunities.
                                      1

<PAGE>

Management Discussion and Analysis (continued)


In  the  bond  portion  of  the  portfolio,  we  view the spike in rates as an
   opportunity to  lengthen the duration of the bonds in order to benefit from
    our overview of falling rates.  Longer maturity bonds offer higher yields,
    and they also offer the greatest opportunity for capital appreciation when
   long-term interest rates fall, as we expect.

We  have  positioned  the  portfolio  to  benefit  from the expected trends of
    continued moderate growth in stocks and declining long-term interest rates
    in bonds.  Our holdings in cash and cash equivalents are fairly high while
   we look for attractive investment opportunities.  Although investors should
    expect some short-term volatility going forward, we would advise investors
      to  focus  on the longer term trends which tend to have a more important
   effect on long-term investment success.

We appreciate your confidence and wish you all the best throughout the rest of
   1996.

Sincerely,



Manning & Napier Advisors, Inc.

[GRAPHIC]
[Pie Chart]

Bonds - 86%
Stocks - 10%
Cash & Equivalents - 4%

                                      2

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The  value  of  a  $10,000  investment  in  the  Manning & Napier Fund, Inc. -
        Defensive  Series from its inception (11/1/95) to present (4/30/96) as
        compared to the Lehman Brothers Intermediate Bond Index and a Balanced
    Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Defensive Series

                                                                    Total Return
Through                                         Growth of $10,000                  Average
04/30/96                                            Investment       Cumulative    Annual
<S>                                             <C>                 <C>            <C>

Inception 2                                     $           10,116          1.16%  N/A
</TABLE>



<TABLE>

<CAPTION>



Lehman Brothers Intermediate Bond Index

                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/96                                     Investment       Cumulative    Annual
<S>                                      <C>                 <C>            <C>

Inception 2                              $           10,116          1.16%  N/A
</TABLE>




<TABLE>

<CAPTION>



Balanced Index

                                    Total Return
Through         Growth of $10,000                  Average
04/30/96            Investment       Cumulative    Annual
<S>             <C>                 <C>            <C>

Inception 2     $           10,301          3.01%  N/A
</TABLE>



1  The  Lehman  Brothers  Intermediate  Bond  Index is a market value weighted
    measure  of  approximately 3,260 corporate and government securities.  The
    Index  is comprised of investment grade securities with maturities greater
   than one year but less than ten years.  The Balanced  Index is 15% Standard
    & Poor's (S&P) 500 Total Return Index and 85% Lehman Brothers Intermediate
    Bond  Index.    The  S&P  500  Total  Return  Index  is  an  unmanaged
    capitalization-weighted measure of 500 widely held common stocks listed on
    the New York Stock Exchange, American Stock Exchange, and Over-The-Counter
  market.  Both Indices returns assume reinvestment of income and, unlike Fund
  returns, do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from November 1,
    1995, the Fund's inception date.  The Fund's performance is historical and
  may not be indicative of future results.

[GRAPHIC]
Line Chart

Data for Line Chart to follow:

<TABLE>

<CAPTION>



           Manning & Napier   Lehman Brothers Intermediate
           Defensive Series            Bond Index            Balanced Index
<S>        <C>                <C>                            <C>
11/01/95*  $          10,000  $                      10,000  $        10,000
01/31/96              10,287                         10,326           10,425
04/30/96              10,116                         10,116           10,301
</TABLE>



* Inception date

                                      3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)

                                                             Value
                                                   Shares  (Note 2)
COMMON STOCK - 9.93%
<S>                                                <C>     <C>

AIR TRANSPORTATION - 1.17%
   Federal Express Corp.*                              75  $  6,056 

APPAREL - 1.38%
   VF Corp.                                           125     7,125 

COMMUNICATIONS - 0.95%
   BCE, Inc.                                           50     1,968 
   Cable & Wireless plc. - ADR                        125     2,922 
                                                              4,890 
COMPUTER EQUIPMENT - 0.30%
   Bay Networks, Inc.*                                 50     1,575 

ELECTRONICS & ELECTRICAL EQUIPMENT - 2.33%
  HOUSEHOLD APPLIANCES - 1.05%
   Sunbeam Corporation, Inc.                          175     2,429 
   Whirlpool Corp.                                     50     3,006 
                                                              5,435 
  SEMICONDUCTORS - 0.33%
   Intel Corp.                                         25     1,695 

  TELECOMMUNICATIONS EQUIPMENT - 0.95%
   General Instrument Corp.*                          150     4,912 
                                                             12,042 

ENGINEERING SERVICES - 0.13%
   Jacobs Engineering Group, Inc.*                     25       694 

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.37%
   Eastman Kodak Co.                                   25     1,912 

RESTAURANTS - 0.23%
   McDonald's Corp.                                    25     1,197 

RETAIL - 2.50%
  RETAIL - SHOE STORES - 0.31%
   Brown Group, Inc.                                  100     1,600 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      4

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
<S>                                                         <C>                <C>

                                                            Shares/Principal   Value
                                                             Amount             (Note 2)
RETAIL (CONTINUED)
  RETAIL - SPECIALTY STORES - 2.19%
   Fabri-Centers of America - Class B*                                     50  $    500 
   Fingerhut Companies, Inc.                                              175     2,232 
   Hancock Fabrics, Inc.                                                   75       825 
   Tandy Corp.                                                            150     7,781 
                                                                                 11,338 
                                                                                 12,938 

UTILITIES - ELECTRIC - 0.57%
   Enersis S.A. - ADR                                                     100     2,975 

TOTAL COMMON STOCK
   (Identified Cost $46,194)                                                     51,404 

U.S. TREASURY SECURITIES - 86.22%

  U.S. TREASURY BONDS - 23.84%
   U.S. Treasury Bond, 6.50%, 5/15/2005                     $          90,000    88,791 
   U.S. Treasury Bond, 6.875%, 8/15/2025                               35,000    34,584 

  TOTAL U.S. TREASURY BONDS
   (Identified Cost $130,188)                                                   123,375 

  U.S. TREASURY NOTES - 56.59%
   U.S. Treasury Note, 6.00%, 8/31/1997                               120,000   120,150 
   U.S. Treasury Note, 6.125%, 9/30/2000                               95,000    94,050 
   U.S. Treasury Note, 6.25%, 2/15/2003                                80,000    78,575 

  TOTAL U.S. TREASURY NOTES
   (Identified Cost $299,006)                                                   292,775 

  U.S. TREASURY BILLS - 5.79%
   U.S. Treasury Bill, 5/16/1996 (Identified Cost $29,939)             30,000    29,939 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $459,133)                                                   446,089 

SHORT-TERM INVESTMENTS - 2.66%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $13,758)                                           13,758    13,758 

TOTAL INVESTMENTS - 98.81%
   (Identified Cost $519,085)                                                   511,251 

OTHER ASSETS, LESS LIABILITIES - 1.19%                                            6,148 

NET ASSETS - 100%                                                              $517,399 

*Non-income producing security
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>

Federal Tax Information - April 30, 1995 (unaudited)

<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized depreciation based on identified cost for federal income tax purposes of
519,085 was as follows:
<S>                                                                                                              <C>

Aggregate gross unrealized appreciation for all investments in which there was
an excess of value over tax cost                                                                                 $  5,793 

Aggregate gross unrealized depreciation for all investments in which there was
an excess of tax cost over value                                                                                  (13,627)

UNREALIZED DEPRECIATION - NET                                                                                     ($7,834)
</TABLE>



   The accompnaying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

APRIL 30, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $519,085)(Note 2)  $511,251 
Cash                                                           507 
Interest receivable                                          5,953 
Dividends receivable                                            79 
Receivable from investment advisor (Note 3)                  7,429 

TOTAL ASSETS                                               525,219 


LIABILITIES:

Accrued Directors' fees (Note 3)                             3,493 
Audit fee payable                                            3,692 
Other payables and accrued expenses                            635 

TOTAL LIABILITIES                                            7,820 

NET ASSETS FOR 51,399 SHARES OUTSTANDING                  $517,399 


NET ASSETS CONSIST OF:

Capital Stock                                             $    514 
Additional paid-in-capital                                 515,518 
Undistributed net investment income                          6,407 
Accumulated net realized gain on investments                 2,794 
Net unrealized depreciation on investments                  (7,834)

TOTAL NET ASSETS                                          $517,399 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($517,399/51,399 shares)                                  $  10.07 
</TABLE>



   The accompanying notes are an integral part of the financail statements.

                                      7

<PAGE>

<TABLE>

<CAPTION>




STATEMENT OF OPERATIONS (UNAUDITED)


FOR THE SIX MONTHS ENDED APRIL 30, 1996
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $10,043 
Dividends                                                  430 

Total Investment Income                                 10,473 


EXPENSES:

Management fees (Note 3)                                 1,654 
Directors' fees (Note 3)                                 3,493 
Transfer agent fees (Note 3)                                50 
Audit fee                                                3,967 
Custodian fee                                            1,040 
Miscellaneous                                              951 

Total Expenses                                          11,155 

Less Waiver of Expenses (Note 3)                        (9,083)

Net Expenses                                             2,072 

NET INVESTMENT INCOME                                    8,401 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments                         2,794 
Net change in unrealized depreciation on investments    (7,834)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                       (5,040)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $ 3,361 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8

<PAGE>

<TABLE>

<CAPTION>




STATEMENT OF CHANGES (UNAUDITED)
                                                         For the Six
                                                         Months Ended
                                                           4/30/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>

OPERATIONS:

Net investment income                                   $       8,401 
Net realized gain on investments                                2,794 
Net change in unrealized depreciation on investments           (7,834)

Net increase in net assets from operations                      3,361 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                     (1,994)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      516,032 


Net increase in net assets                                    517,399 


NET ASSETS:

Beginning of period                                                 - 

End of period (including undistributed net investment
   income of $6,407 )                                   $     517,399 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>




FINANCIAL HIGHLIGHTS (UNAUDITED)
                                                                                                            For the Six
                                                                                                            Months Ended
                                                                                                              4/30/96

Per share data (for a share outstanding throughout
each period )
<S>                                                                                                        <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                                                     $       10.00 

Income from investment operations:
   Net investment income                                                                                           0.171 
   Net realized and unrealized gain (loss)
      on investments                                                                                              (0.055)

Total from investment operations                                                                                   0.116 

Less distributions to shareholders:
   From net investment income                                                                                     (0.046)

NET ASSET VALUE - END OF PERIOD                                                                            $       10.07 

Total Return1                                                                                                       1.16%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                                     1.00%2 
    Net investment income*                                                                                        4.04%2 

Portfolio turnover                                                                                                     8%

Average commission rate paid                                                                               $      0.0756 

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                                 $         517 

*The investment advisor did not impose its management fee and paid a portion of the Fund's expenses. If
 these expenses had been incurred by the Fund, expenses would have been limited to that allowed by state
 securities law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                                                      $       0.108 

Ratios (to average net assets):
   Expenses                                                                                                       2.50%2 
   Net investment income                                                                                          2.54%2 


1 Represents aggregate total return for the period indicated.
2 Annualized
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>

Notes to Financial Statements (unaudited)


1.     ORGANIZATION
      Defensive Series (the "Fund") is a no-load diversified series of Manning
  &  Napier Fund, Inc. (the "Corporation").  The Corporation is organized as a
  Maryland  Corporation  and is registered under the Investment Company Act of
 1940, as amended, as an open-end management investment company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
  of  which 20 million have been designated as Defensive Series Class E Common
 Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      11

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
          Distributions  to  shareholders  of  net  investment income are made
  semi-annually.  Distributions  are  recorded  on  the  ex-dividend  date.  
  Distributions of net realized gains are distributed annually.  An additional
 distribution may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and net gains or other tax adjustments.  As a result, net investment
 income (loss) and net investment gain (loss) on investment transactions for a
  reporting period may differ significantly from distributions to shareholders
  during  such  period.    As  a  result,  the  Fund  may  periodically  make
  reclassification among its capital accounts without impacting the Fund's net
 asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 0.8% of the Fund's
  average  daily  net  assets.   The fee amounted to $1,654 for the six months
 ended April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

                                      12

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.0%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $7,429  for  the  six  months  ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $50 for the six months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $3,493 for the
 six months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $498,886 and $25,413, respectively, for the six months ended April 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS
     Transactions in shares of Defensive Series Class E Common Stock were:

<TABLE>

<CAPTION>



             For the Six Months
            Ended April 30, 1996
                   Shares           Amount
            ---------------------  ---------
<S>         <C>                    <C>

Sold                      51,567   $517,718 
Reinvested                   198      1,994 
Redeemed                    (366)    (3,680)
Total                     51,399   $516,032 
</TABLE>



The Advisor owned 12,557 shares on April 30, 1996.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)


6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on April 30, 1996.

7.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      14

<PAGE>

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                              TAX MANAGED SERIES

                              Semi-Annual Report
                                April 30, 1996

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

This  Semi-Annual  Report  marks  the  first report to shareholders of the Tax
          Managed  Series of the Manning & Napier Fund.  While this particular
      Series is new, it draws upon the investment strategies, disciplines, and
     pricing techniques used by the Funds Advisor for over 25 years.

The  objective  of  this Series is simple: it is to achieve the high levels of
        return  typically  associated  with  the stock market while seeking to
      minimize the impact of taxes.  In striving for this objective the Series
      will emphasize a buy and hold strategy which will minimize the amount of
        realized  gains over the short-term.  The rules governing mutual funds
     require us to pay out any capital gains annually, and these distributions
      are considered taxable income to non-exempt investors.  As a result, the
        Series may have a low level of dividends while instead emphasizing the
    portion of total return that comes from price appreciation.  In seeking to
    attain its goal the Series will seek to invest all of its assets in equity
    securities.  While equity securities have historically provided high total
        returns, there is also a correspondingly high level of volatility over
    shorter time periods.

In  selecting  stocks  for inclusion in the Series portfolio, the Advisor will
      look  to  purchase stocks of companies it believes have strong long-term
      business  prospects and attractive valuations.  This very long-term view
      allows  the  portfolio  to  have  relatively  low  levels of turnover, a
      characteristic  designed  to  minimize the amount of realized gains that
   result in the payment of taxes.

As  with  any  equity  investment,  the shareholders of the Tax Managed Series
      should  have  a  long-term  investment  time  horizon.    Similarly, the
      performance  of this Series should be evaluated over a long time period,
      preferably a complete market cycle which measures the performance of the
   Series through periods of strong and weak market performance.

We thank you for your confidence and wish you all the best throughout the rest
   of 1996.

Sincerely,



Manning & Napier Advisors, Inc.

                                      1
<PAGE>

Portfolio Composition - As of April 30, 1996 (unaudited)

[GRAPHIC]
[PIE CHART]

Electronics & Electrical Equipment - 21%
Communications - 4%
Miscellaneous* - 15%
Textiles - 3%
Software - 12%
Retail - 18%
Chemicals & Allied Products - 7%
Apparel - 3%
Air Transportation - 4%
Restaurants - 5%
Health Services - 8%

*Miscellaneous includes:
Computer Equipment
Fabricated Metal Products
Food
Glass Products
Plastic Products
Primary Metal Industries
Printing Publishing
Surgical & Medical Instruments
Utilities - Electric

                                      2

<PAGE>

Performance Update as of April 30, 1996 (unaudited)

The  value  of  a  $10,000 investment in the Manning & Napier Fund, Inc. - Tax
        Managed  Series  from  its inception (11/1/95) to present (4/30/96) as
    compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc. - Tax Managed Series

                                                                      Total Return
Through                                           Growth of $10,000                  Average
04/30/96                                              Investment       Cumulative    Annual
<S>                                               <C>                 <C>            <C>

Inception 2                                       $           10,980          9.80%  N/A
</TABLE>



<TABLE>

<CAPTION>



Standard & Poor's (S&P) 500 Total Return

                                                              Total Return
Through                                   Growth of $10,000                  Average
04/30/96                                      Investment       Cumulative    Annual
<S>                                       <C>                 <C>            <C>

Inception 2                               $           11,376         13.76%  N/A
</TABLE>



1The  Standard  &  Poor's  (S&P)  500  Total  Return  Index  is  an  unmanaged
       capitalization-weighted measure of 500 widely held common stocks listed
          on  the  New  York  Stock Exchange, American Stock Exchange, and the
          Over-The-Counter Market.   The Index returns assume reinvestment of 
     income and, unlike Fund returns, do not reflect any fees or expenses.

2  The  Fund  and  Index performance are calculated from November 1, 1995, the
   Fund's inception date.  The Fund's performance is historical and may not be
  indicative of future results.

[GRAPHIC]
Line Chart

Data for Line Chart to follow:
<TABLE>

<CAPTION>



           Manning & Napier Tax Managed   Standard & Poors 500 Total
                      Series                     Return Index
<S>        <C>                            <C>

11/01/95*  $                      10,000  $                    10,000
11/30/95                          10,090                       10,439
12/31/95                          10,010                       10,640
01/31/96                          10,100                       11,001
02/29/96                          10,400                       11,104
03/31/96                          10,410                       11,211
04/30/96                          10,980                       11,376
</TABLE>



*Inception date

                                      3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)
                                                             Value
                                                   Shares  (Note 2)
COMMON STOCK - 97.46%
<S>                                                <C>     <C>

AIR TRANSPORTATION - 4.20%
   Federal Express Corp.*                             100  $  8,075 

APPAREL - 2.96%
   VF Corp.                                           100     5,700 

CHEMICAL & ALLIED PRODUCTS - 7.25%
   Alliance Pharmaceutical Corp.*                     325     5,890 
   Colgate-Palmolive Co.                               50     3,831 
   Procter & Gamble Co.                                50     4,225 
                                                             13,946 

COMMUNICATIONS - 3.77%
   Children's Broadcasting Corp.*                     237     1,985 
   Telefonica de Espana - ADR                         100     5,262 
                                                              7,247 

COMPUTER EQUIPMENT - 2.46%
   Bay Networks, Inc.*                                150     4,725 

ELECTRONICS & ELECTRICAL EQUIPMENT - 20.02%
  HOUSEHOLD APPLIANCES - 7.58%
   Sunbeam Corporation, Inc.                          400     5,550 
   Whirlpool Corp.                                    150     9,019 
                                                             14,569 
  SEMICONDUCTORS - 5.29%
   Intel Corp.                                        150    10,163 

  TELECOMMUNICATION EQUIPMENT - 7.15%
   BroadBand Technologies, Inc.*                      250     6,375 
   General Instrument Corp.*                          225     7,369 
                                                             13,744 
                                                             38,476 

FABRICATED METAL PRODUCTS - 1.87%
   Material Sciences Corp.*                           225     3,600 

FOOD - 0.97%
   Grist Mill Co.*                                    275     1,856 

GLASS PRODUCTS - 1.51%
   Libbey, Inc.                                       125     2,906 
</TABLE>


   The accompanying notes are an integral part of the financial statements.

                                      4

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)

                                                             Value
                                                   Shares  (Note 2)
<S>                                                <C>     <C>

HEALTH SERVICES - 8.15%
   Caremark International, Inc.                       250  $  6,906 
   Quantum Health Resources, Inc.*                    250     3,562 
   Rehabcare Group, Inc.*                             175     2,734 
   U. S. Physical Therapy, Inc.*                      225     2,475 
                                                             15,677 

PLASTIC PRODUCTS - 1.20%
   Carlisle Plastics, Inc.*                           475     2,315 

PRIMARY METAL INDUSTRIES - 1.87%
   Gibraltar Steel Corp.*                             200     3,600 

PRINTING & PUBLISHING - 1.85%
   Playboy Enterprises, Inc. - Class B*               300     3,563 

RESTAURANTS - 4.69%
   McDonald's Corp.                                   125     5,984 
   Quantum Restaurant Group, Inc.*                    200     3,025 
                                                              9,009 
RETAIL - 17.75%
  DEPARTMENT STORES - 1.87%
   Neiman Marcus Group, Inc.*                         150     3,600 

  RETAIL - HOME FURNISHING STORES - 2.43%
   Pier 1 Imports, Inc.                               350     4,681 

  RETAIL - SPECIALTY STORES - 10.67%
   Fingerhut Companies, Inc.                          550     7,013 
   Home Depot, Inc.                                   175     8,291 
   Tandy Corp.                                        100     5,188 
                                                             20,492 
  RETAIL - VARIETY STORES - 2.78%
   Family Dollar Stores, Inc.                         350     5,338 
                                                             34,111 

SOFTWARE - 11.42%
   Black Box Corp.*                                   300     6,000 
   Borland International, Inc.*                       400     6,550 
   Caere Corp.*                                       475     4,572 
   Symantec Corp.*                                    300     4,838 
                                                             21,960 
</TABLE>


   The accompanying notes are an integral part of the financial statements.

                                      5

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - April 30, 1996 (unaudited)

<S>                                                <C>     <C>

                                                           Value
                                                   Shares   (Note 2)
SURGICAL & MEDICAL INSTRUMENTS - 0.70%
   Allied Healthcare Products, Inc.                   125  $  1,344 

TEXTILES - 2.50%
   Fieldcrest Cannon, Inc.*                           225     4,809 

UTILITIES - ELECTRIC - 2.32%
   Enersis S.A. - ADR                                 150     4,463 

TOTAL COMMON STOCK
   (Identified Cost $165,027)                               187,382 

SHORT-TERM INVESTMENTS - 2.16%
   Dreyfus U.S. Money Market Reserves
   (Identified Cost $4,159)                         4,159     4,159 

TOTAL INVESTMENTS
   (Identified Cost $169,186)                               191,541 

OTHER ASSETS, LESS LIABILITIES - 0.38%                          720 

NET ASSETS - 100%                                          $192,261 

* Non-income producing security
</TABLE>



<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At April 30, 1996, the net unrealized appreciation based on identified cost for federal income tax
purposes of $169,186 was as follows:
<S>                                                                                                 <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                                                          $27,040 

Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value                                                           (4,685)

UNREALIZED APPRECIATION - NET                                                                       $22,355 
</TABLE>




   The accompanying notes are an integral part of the financial statements.

                                      6

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)

APRIL 30, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $169,186)(Note 2)  $191,541 
Dividends receivable                                           126 
Receivable from investment advisor (Note 3)                  8,417 

TOTAL ASSETS                                               200,084 


LIABILITIES:

Accrued Directors' fees (Note 3)                             3,494 
Audit fee payable                                            3,692 
Other payables and accrued expenses                            637 

TOTAL LIABILITIES                                            7,823 

NET ASSETS FOR 17,510 SHARES OUTSTANDING                  $192,261 


NET ASSETS CONSIST OF:

Capital Stock                                             $    175 
Additional paid-in-capital                                 173,398 
Undistributed net investment loss                             (175)
Accumulated net realized loss on investments                (3,492)
Net unrealized appreciation on investments                  22,355 

TOTAL NET ASSETS                                          $192,261 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($192,261 / 17,510 shares)                                $  10.98 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      7

<PAGE>

<TABLE>

<CAPTION>



STATEMENT OF OPERATIONS (UNAUDITED)


FOR THE SIX MONTHS ENDED APRIL 30, 1996

INVESTMENT INCOME:
<S>                                                    <C>

Dividends                                              $   610 
Interest                                                   210 

Total Investment Income                                    820 


EXPENSES:

Management fees (Note 3)                                   825 
Directors' fees (Note 3)                                 3,494 
Transfer agent fees (Note 3)                                20 
Audit fee                                                3,967 
Custodian fee                                              947 
Miscellaneous                                              984 

Total Expenses                                          10,237 

Less Waiver of Expenses (Note 3)                        (9,242)

Net Expenses                                               995 

NET INVESTMENT LOSS                                       (175)


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments                        (3,492)
Net change in unrealized appreciation on investments    22,355 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                       18,863 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $18,688 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      8

<PAGE>

<TABLE>

<CAPTION>




STATEMENT OF CHANGES (UNAUDITED)
                                                         For the Six
                                                         Months Ended
                                                           4/30/96
                                                        --------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>

OPERATIONS:

Net investment loss                                             ($175)
Net realized loss on investments                               (3,492)
Net change in unrealized appreciation on investments           22,355 

Net increase in net assets from operations                     18,688 


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      173,573 


Net increase in net assets                                    192,261 


NET ASSETS:

Beginning of period                                                 - 

End of period (including undistributed net investment
   loss of ($175))                                      $     192,261 
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      9

<PAGE>

<TABLE>

<CAPTION>




FINANCIAL HIGHLIGHTS (UNAUDITED)

                                                                                                             For the Six
                                                                                                             Months Ended
                                                                                                               4/30/96
                                                                                                            --------------
Per share data (for a share outstanding throughout
each period )
<S>                                                                                                         <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                                                      $       10.00 

Income from investment operations:
   Net investment loss                                                                                             (0.010)
   Net realized and unrealized gain (loss)
      on investments                                                                                                0.990 

Total from investment operations                                                                                    0.980 

NET ASSET VALUE - END OF PERIOD                                                                             $       10.98 

Total Return 1                                                                                                        9.8%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                                                      1.20%2 
    Net investment income*                                                                                       (0.21%)2 

Portfolio turnover                                                                                                     43%

Average commission rate paid                                                                                $      0.0778 

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                                  $         192 

* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.  If
 these expenses had been incurred by the Fund, expenses would have been limited to that allowed by state
 securities law and the net investment income per share and the ratios would have been as follows:

Net investment income                                                                                             ($0.072)

Ratios (to average net assets):
   Expenses                                                                                                        2.50%2 
   Net investment income                                                                                         (1.51%)2 

1 Represents aggregate total return for the period indicated.
2 Annualized.
</TABLE>



   The accompanying notes are an integral part of the financial statements.

                                      10

<PAGE>

Notes to Financial Statements (unaudited)
1.     ORGANIZATION
          Tax  Managed  Series (the "Fund") is a no-load diversified series of
  Manning  &  Napier  Fund,  Inc.  (the  "Corporation").    The Corporation is
  organized  as  a Maryland Corporation and is registered under the Investment
  Company  Act  of  1940,  as  amended,  as  an open-end management investment
 company.

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1996, 760 million shares have been designated in total among 19 series,
 of which 20 million have been designated as Tax Managed Series Class H Common
 Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES
     SECURITY VALUATION
          Portfolio securities, including domestic equities, foreign equities,
  options  and corporate bonds, listed on an exchange are valued at the latest
  quoted  sales  price  of  the  exchange on which the security is traded most
  extensively.    Securities  not  traded  on valuation date or securities not
 listed on an exchange are valued at the latest quoted bid price.

          Debt  securities,  including  government  bonds  and mortgage backed
 securities, will normally be valued on the basis of evaluated bid prices.

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
 by the Fund's Board of Directors.

      Short-term investments that mature in sixty (60) days or less are valued
 at amortized cost.

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

       Most expenses of the Corporation can be attributed to a specific fund. 
  Expenses which cannot be directly attributed are apportioned among the funds
 in the Corporation.

                                      11

<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES
          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal income or excise tax to the extent the Fund distributes to
  shareholders  each year its taxable income, including any net realized gains
 on investments in accordance with requirements of the Internal Revenue Code. 
  Accordingly, no provision for federal income tax or excise tax has been made
 in the financial statements.

     The Fund uses the identified cost method for determining realized gain or
  loss  on  investments  for  both  financial statement and federal income tax
 reporting purposes.

     DISTRIBUTION OF INCOME AND GAINS
     Distributions to shareholders of net investment income are made annually.
  Distributions  are  recorded  on the ex-dividend date.  Distributions of net
  realized  gains are distributed annually.  An additional distribution may be
 necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result of deferral of certain losses, character reclassification between net
  income  and net gains or other tax adjustments.  As a result, net investment
 income (loss) and net investment gain (loss) on investment transactions for a
  reporting period may differ significantly from distributions to shareholders
  during  such  period.    As  a  result,  the  Fund  may  periodically  make
  reclassification among its capital accounts without impacting the Fund's net
 asset value.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average daily net assets.  The fee amounted to $825 for the six months ended
 April 30, 1996.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
 are "affiliated persons" of the Fund or of the Advisor, and all

                                      12

<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (CONTINUED)

       personnel of the Fund or of the Advisor performing services relating to
 research, statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.2%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $8,417  for  the  six  months  ended April 30, 1996, which is
 reflected as a reduction of expenses on the Statement of Operations.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $20 for the six months ended April 30,
 1996.

          Manning & Napier Investor Services, Inc., a registered broker-dealer
  affiliate  of  the  Advisor, acts as distributor for the Fund's shares.  The
  services  of  Manning  &  Napier  Investor Services, Inc. are provided at no
 additional cost to the Fund.

       The compensation of the non-affiliated Directors totaled $3,494 for the
 six months ended April 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $230,221 and $61,708, respectively, for the six months ended April 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>



Transactions in shares of  Tax Managed Series Class H
Common Stock were:
                                                       For the Six Months
                                                          ended 4/30/96
                                                       -------------------      
                                                             Shares          Amount
                                                       -------------------  ---------
<S>                                                    <C>                  <C>

Sold                                                               21,554   $215,635 
Redeemed                                                           (4,044)   (42,062)
Total                                                              17,510   $173,573 
</TABLE>



The Advisor owned 12,500 shares on April 30, 1996.

                                      13

<PAGE>

Notes to Financial Statements (unaudited)

6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on April 30, 1996.

7.     SPECIAL MEETING OF SHAREHOLDERS
On  April  10,  1996,  a  special  meeting of the Corporation was held for the
   purpose of electing directors.  The following directors have been elected: 
   Stephen B. Ashley, B. Reuben Auspitz, Martin F. Birmingham, Peter L. Faber,
   and Harris H. Rusitzky.

                                      14

<PAGE>



WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          BLENDED ASSET SERIES I
<NUMBER>                        11

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           15,212,277
<INVESTMENTS-AT-VALUE>          15,506,312
<RECEIVABLES>                   3,008,726
<ASSETS-OTHER>                  187
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  18,516,445
<PAYABLE-FOR-SECURITIES>        2,558,530
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       101,397
<TOTAL-LIABILITIES>             2,659,927
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        15,358,615
<SHARES-COMMON-STOCK>           1,458,174
<SHARES-COMMON-PRIOR>           888,146
<ACCUMULATED-NII-CURRENT>       146,137
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         57,731
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        294,035
<NET-ASSETS>                    15,856,518
<DIVIDEND-INCOME>               12,619
<INTEREST-INCOME>               183,466
<OTHER-INCOME>                  0
<EXPENSES-NET>                  49,948
<NET-INVESTMENT-INCOME>         146,137
<REALIZED-GAINS-CURRENT>        24,678
<APPREC-INCREASE-CURRENT>       11,397
<NET-CHANGE-FROM-OPS>           182,212
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       0
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0       
<NUMBER-OF-SHARES-SOLD>         659,110
<NUMBER-OF-SHARES-REDEEMED>     89,082
<SHARES-REINVESTED>             0
<NET-CHANGE-IN-ASSETS>          6,338,023
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       33,052
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           41,508
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 55,648
<AVERAGE-NET-ASSETS>            12,607,402
<PER-SHARE-NAV-BEGIN>           10.72
<PER-SHARE-NII>                 0.1
<PER-SHARE-GAIN-APPREC>         0.05
<PER-SHARE-DIVIDEND>            0
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.87
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        





</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          BLENDED ASSET SERIES II
<NUMBER>                        12

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           24,485,793
<INVESTMENTS-AT-VALUE>          25,943,823
<RECEIVABLES>                   238,953
<ASSETS-OTHER>                  323
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  26,459,666
<PAYABLE-FOR-SECURITIES>        6,900
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       41,748
<TOTAL-LIABILITIES>             48,648
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        24,459,450
<SHARES-COMMON-STOCK>           2,162,008
<SHARES-COMMON-PRIOR>           1,717,706
<ACCUMULATED-NII-CURRENT>       196,724
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         296,814
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        1,458,030
<NET-ASSETS>                    26,411,018
<DIVIDEND-INCOME>               42,242
<INTEREST-INCOME>               244,948
<OTHER-INCOME>                  0
<EXPENSES-NET>                  91,767
<NET-INVESTMENT-INCOME>         195,423
<REALIZED-GAINS-CURRENT>        162,265
<APPREC-INCREASE-CURRENT>       206,840
<NET-CHANGE-FROM-OPS>           564,528
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       0
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         516,131
<NUMBER-OF-SHARES-REDEEMED>     71,829
<SHARES-REINVESTED>             0
<NET-CHANGE-IN-ASSETS>          5,892,083
<ACCUMULATED-NII-PRIOR>         1,301
<ACCUMULATED-GAINS-PRIOR>       134,549
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           76,582
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 94,190
<AVERAGE-NET-ASSETS>            23,210,583
<PER-SHARE-NAV-BEGIN>           11.95
<PER-SHARE-NII>                 0.09
<PER-SHARE-GAIN-APPREC>         0.18
<PER-SHARE-DIVIDEND>            0
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             12.22
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        






</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES I
<NUMBER>                        13

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           453,133
<INVESTMENTS-AT-VALUE>          452,484
<RECEIVABLES>                   10,001
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  462,485
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       20,086
<TOTAL-LIABILITIES>             20,086
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        439,426
<SHARES-COMMON-STOCK>           43,785
<SHARES-COMMON-PRIOR>           24,989
<ACCUMULATED-NII-CURRENT>       2,091
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         1,531
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (649)
<NET-ASSETS>                    442,399
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               4,896
<OTHER-INCOME>                  0
<EXPENSES-NET>                  587
<NET-INVESTMENT-INCOME>         4,309
<REALIZED-GAINS-CURRENT>        2,058
<APPREC-INCREASE-CURRENT>       (7,959)
<NET-CHANGE-FROM-OPS>           (1,592)
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       2,230
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         21,284
<NUMBER-OF-SHARES-REDEEMED>     2,710
<SHARES-REINVESTED>             222
<NET-CHANGE-IN-ASSETS>          185,945
<ACCUMULATED-NII-PRIOR>         12
<ACCUMULATED-GAINS-PRIOR>       (527)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           293
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 7,796
<AVERAGE-NET-ASSETS>            254,030
<PER-SHARE-NAV-BEGIN>           10.26
<PER-SHARE-NII>                 0.148
<PER-SHARE-GAIN-APPREC>         (0.208)
<PER-SHARE-DIVIDEND>            0.100
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.100
<EXPENSE-RATIO>                 0.700
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                      6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES II
<NUMBER>                        14
       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           410,195
<INVESTMENTS-AT-VALUE>          419,659
<RECEIVABLES>                   12,781
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  432,440
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       20,255
<TOTAL-LIABILITIES>             20,255
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        396,130
<SHARES-COMMON-STOCK>           41,564
<SHARES-COMMON-PRIOR>           42,545
<ACCUMULATED-NII-CURRENT>       6,013
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         578
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        9,464
<NET-ASSETS>                    412,185
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               8,851
<OTHER-INCOME>                  0
<EXPENSES-NET>                  1,115
<NET-INVESTMENT-INCOME>         7,736
<REALIZED-GAINS-CURRENT>        580
<APPREC-INCREASE-CURRENT>       (19,416)
<NET-CHANGE-FROM-OPS>           (11,100)
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       2,086
<DISTRIBUTIONS-OF-GAINS>        2,503
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         983
<NUMBER-OF-SHARES-REDEEMED>     2,427
<SHARES-REINVESTED>             463
<NET-CHANGE-IN-ASSETS>          (25,841)
<ACCUMULATED-NII-PRIOR>         363
<ACCUMULATED-GAINS-PRIOR>       2,501
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           630
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 8,136
<AVERAGE-NET-ASSETS>            423,330
<PER-SHARE-NAV-BEGIN>           10.30
<PER-SHARE-NII>                 0.186
<PER-SHARE-GAIN-APPREC>         (0.456)
<PER-SHARE-DIVIDEND>            0.050
<PER-SHARE-DISTRIBUTIONS>       0.060
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             9.92
<EXPENSE-RATIO>                 0.800
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        





</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES III
<NUMBER>                        15
       

<CAPTION>



<S>                             <C>         

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           1,036,163
<INVESTMENTS-AT-VALUE>          1,053,028
<RECEIVABLES>                   19,287
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  1,072,315
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       19,027
<TOTAL-LIABILITIES>             19,027
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        1,022,591
<SHARES-COMMON-STOCK>           106,800
<SHARES-COMMON-PRIOR>           110,331
<ACCUMULATED-NII-CURRENT>       9,326
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         4,506
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        16,865
<NET-ASSETS>                    1,053,288
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               24,059
<OTHER-INCOME>                  0
<EXPENSES-NET>                  3,021
<NET-INVESTMENT-INCOME>         21,038
<REALIZED-GAINS-CURRENT>        4,678
<APPREC-INCREASE-CURRENT>       (81,578)
<NET-CHANGE-FROM-OPS>           (55,862)
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       12,100
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         3,048
<NUMBER-OF-SHARES-REDEEMED>     7,579
<SHARES-REINVESTED>             1,000
<NET-CHANGE-IN-ASSETS>          (105,936)
<ACCUMULATED-NII-PRIOR>         388
<ACCUMULATED-GAINS-PRIOR>       (172)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,785
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 9,399
<AVERAGE-NET-ASSETS>            1,079,013
<PER-SHARE-NAV-BEGIN>           10.51
<PER-SHARE-NII>                 0.199
<PER-SHARE-GAIN-APPREC>         (0.734)
<PER-SHARE-DIVIDEND>            0.115
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             9.86
<EXPENSE-RATIO>                 0.85
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        






</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>        6
<LEGEND>
<RESTATED>
<CIK>           0000751173
<NAME>          MANNING AND NAPIER FUND, INC.
<SERIES>
<NAME>          TAX MANAGED SERIES
<NUMBER>                        8

       
<CAPTION>


<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  NOV-01-1995
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           169,186
<INVESTMENTS-AT-VALUE>          191,541
<RECEIVABLES>                   8,543
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  200,084
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       7,823
<TOTAL-LIABILITIES>             7,823
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        173,573
<SHARES-COMMON-STOCK>           17,510
<SHARES-COMMON-PRIOR>           0
<ACCUMULATED-NII-CURRENT>       (175)
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (3,492)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        22,355
<NET-ASSETS>                    192,261
<DIVIDEND-INCOME>               610
<INTEREST-INCOME>               210
<OTHER-INCOME>                  0
<EXPENSES-NET>                  995
<NET-INVESTMENT-INCOME>         (175)
<REALIZED-GAINS-CURRENT>        (3,492)
<APPREC-INCREASE-CURRENT>       22,355
<NET-CHANGE-FROM-OPS>           18,688
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       0
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         21,554
<NUMBER-OF-SHARES-REDEEMED>     4,044
<SHARES-REINVESTED>             0
<NET-CHANGE-IN-ASSETS>          192,261
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           825        
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 10,237
<AVERAGE-NET-ASSETS>            166,873
<PER-SHARE-NAV-BEGIN>           10.00
<PER-SHARE-NII>                 (0.010)
<PER-SHARE-GAIN-APPREC>         0.990
<PER-SHARE-DIVIDEND>            0
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.98
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        








</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          DEFENSIVE SERIES
<NUMBER>                        2
       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  NOV-01-1995
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           519,085
<INVESTMENTS-AT-VALUE>          511,251
<RECEIVABLES>                   13,461
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  525,219
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       7,820
<TOTAL-LIABILITIES>             7,820
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        516,032
<SHARES-COMMON-STOCK>           51,399
<SHARES-COMMON-PRIOR>           0
<ACCUMULATED-NII-CURRENT>       6,407
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         2,794
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (7,834)
<NET-ASSETS>                    517,399
<DIVIDEND-INCOME>               430
<INTEREST-INCOME>               10,043
<OTHER-INCOME>                  0
<EXPENSES-NET>                  2,072
<NET-INVESTMENT-INCOME>         8,401
<REALIZED-GAINS-CURRENT>        2,794
<APPREC-INCREASE-CURRENT>       (7,834)
<NET-CHANGE-FROM-OPS>           3,361
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       1,994
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         51,567
<NUMBER-OF-SHARES-REDEEMED>     366
<SHARES-REINVESTED>             198
<NET-CHANGE-IN-ASSETS>          517,399
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,654
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 11,155
<AVERAGE-NET-ASSETS>            418,466
<PER-SHARE-NAV-BEGIN>           10.00
<PER-SHARE-NII>                 0.171
<PER-SHARE-GAIN-APPREC>         (0.055)
<PER-SHARE-DIVIDEND>            0.046
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.07
<EXPENSE-RATIO>                 1.00
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        







</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING AND NAPIER FUND, INC.
<SERIES>
<NAME>                          MAXIMUM HORIZON  SERIES
<NUMBER>                        5


       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  NOV-01-1995
<PERIOD-END>                    APR-30-1996
<PERIOD-TYPE>                   SEMI
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           400,166
<INVESTMENTS-AT-VALUE>          413,048
<RECEIVABLES>                   10,056
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  441,086
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       7,237
<TOTAL-LIABILITIES>             7,237
<SENIOR-EQUITY>                 0
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