MANNING & NAPIER FUND INC
485BPOS, 1996-04-30
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As filed with the Securities and Exchange Commission on    April 30,1996     
                                             Registration No. 2-92633


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM N-1A
                         REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933     X
               POST-EFFECTIVE AMENDMENT NO.   23         X
                                     and
                         REGISTRATION STATEMENT UNDER
                  THE INVESTMENT COMPANY ACT OF 1940     X

                       AMENDMENT NO.   26         X
                                      


                         MANNING & NAPIER FUND, INC.
              (Exact Name of Registrant as Specified in Charter)



                 1100 Chase Square, Rochester, New York 14604
              (Address of Principal Executive Office) (Zip Code)

      Registrant's Telephone Number, including Area Code (716) 325-6880

                     B. Reuben Auspitz or Barbara Lapple
                       c/o Manning & Napier Fund, Inc.
                              1100 Chase Square
                          Rochester, New York 14604
                   (Name and Address of Agent for Service)
                                      

                                  Copies to:
                            Richard W. Grant, Esq.
                           Morgan, Lewis & Bockius
                            2000 One Logan Square
                            Philadelphia, PA 19103


   It  is  proposed  that this filing will become effective on April 30, 1996 
pursuant to paragraph (b) of Rule 485.    
                                      


Registrant  has  registered  an  indefinite  number  of  its  shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of  1940.    Registrant's Rule 24f-2 Notice for its fiscal year ended December
31, 1995 was filed on February 12, 1996.
                                      

<PAGE>


                         MANNING & NAPIER FUND, INC.
                            Cross Reference Sheet

<TABLE>

<CAPTION>



Form N-1A item
- ---------------------------------------                                                                          
Item Number
- ---------------------------------------                                                                          
Part A                                                      Prospectus Caption
- ---------------------------------------  ---------------------------------------------------------               
<S>                                      <C>                                                        <C>

1.                                       Cover Page
2.                                                                                               *
3.                                       Consolidated Financial Information
4.                                       General Information; Cover Page; Investment Objective
                                         and Policies; Principal Investment Restrictions
5.     (a-b)                             Management
       (c)                                                                                       *
       (d)                               General Information
       (e)                               Management
       (f)                                                                                       *
6.     (a-e)                             General Information
       (f-g)                             Dividends and Tax Status
7.                                       Subscriptions, Exchanges & Redemptions of Shares
8.                                       Subscriptions, Exchanges & Redemptions of Shares
9.                                                                                               *
Part B                                   Statement of Additional Information or Prospectus Caption  
                                         (indicated by See Part A")
- ---------------------------------------                                                                                       
10.                                      Cover Page
11.                                      Cover Page
12.                                                                                              *
13.                                      Investment Objective and Policies
14.                                      Management
15.    (a-b)                             See Part A--General Information
       (c)                               Management
16.    (a-c)                             Management
       (d-g)                                                                                     *
       (h)                               See Part A--General Information
       (i)                                                                                       *
17.    (a)                               Management--Portfolio Transactions and Brokerage
       (b)                                                                                       *
       (c)                               Management--Portfolio Transactions and Brokerage
18.    See Part A--General Information
19.    (a-b)                             See Part A--Offering of Shares
       (c)                               See Part A-Redemption of Shares
       (d)                                                                                       *
20.    Dividends and Tax Status
21.                                                                                              *
22.                                                                                              *
23.    Financial Statements

</TABLE>





Part C
     Information required to be included in Part C is set forth under the
appropriate item, so numbered, in
     Part C to this Registration Statement.

* Not Applicable

<PAGE>


                  Supplemental Prospectus
                for Defensive Series dated
              April 30, 1996 to the Prospectus
        for the Defensive Series dated July 21, 1995.    
<PAGE>
<PAGE>

EXPENSES

<TABLE>
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES
(as a percentage of offering price)


<S>                                         <C>

Maximum Sales Charge Imposed on Purchases   None
Redemption Fees(1)                          None
Exchange Fee (2)                            None
<FN>
(1)  A wire charge, currently $15, will be deducted by the Transfer Agent from
 the amount of a wire redemption payment made at the request of a shareholder.  
 Such amount is not included in the "Annual Operating Expenses of the Series".
(2) A shareholder may effect up to four (4) exchanges in a twelve (12) month 
period without charge.  Subsequent exchanges are subject to a fee of $15.

</TABLE>

<TABLE>
<CAPTION>

ANNUAL OPERATING EXPENSES

The following information provides (i) a tabular summary of expenses relating
to the annual operating expenses of the Series and (ii) an example
illustrating the dollar cost of such expenses on a $1,000 investment.

Annual Operating Expenses(as a percentage of average net assets):


                          Defensive Series   
                          -----------------
<S>                       <C>                

Management Fees                       0.80%   
12b-1 Fees                None               
Other Expenses                        0.20%   
                          -----------------  
Total Operating Expenses              1.00%   
                          =================  
</TABLE>



<TABLE>
<CAPTION>

Example:
You would pay the following expenses on a $1,000 investment, assuming a) 5%
annual return and b) redemptions at the end of each period:


                        1 year   3 years
                        -------  --------
<S>                     <C>      <C>
Defensive Series        $    10  $     32

</TABLE>

The purposes of the table above is to assist the investor in understanding the 
various costs and expenses associated with investing in the Series. For a more
complete description of the various costs and expenses illustrated above, please
refer to the Management section of the Prospectus. 

This example should not be considered a representation of past or future
expenses and actual expenses may be greater or lesser than those shown above.


                                        2
<PAGE>

<TABLE>

<CAPTION>

   FINANCIAL HIGHLIGHTS

The following table provides selected per share data and ratios for the 
Defensive Series (for a share outstanding throughout the period for the 
periods shown).  The table is part of the Series' financial statements,
which are included in the Statement of Additional Information incorporated
by reference into this Prospectus.


DEFENSIVE SERIES                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
Per share data ( for a share outstanding
throughout each period):
<S>                                                 <C>         <C>  

Net asset value -- Beginning of period              $10.00

Income from investment operations:
   Net investment income                              0.111
   Net realized and unrealized gain (loss) on         0.055
     investments                                      0.166
Total from investment operations                      

Less distributions declared to shareholders:
   From net investment income                        (0.046)
         
                                                     
Net asset value  -  End of period                   $10.12

Total return1                                         1.66%

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.00%     2
   Net investment income*                             3.87%     2

Portfolio turnover                                    6%  

Average commission rate paid                        $0.0765    

Net Assets - End of period  (000's omitted)         $459

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


Net investment income                               $0.068
Ratios (to average net assets:
   Expenses                                         2.50%       2     
   Net Investment Income                            2.37%       2    
</TABLE>

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

                                            3
<PAGE>



                                    PART A



   The Prospectus for the Defensive Series is hereby incorporated by reference 
to the Registration Statement on Form N-1A filed on July 21, 1995.    

<PAGE>

                     Supplemental Prospectus
              for Maximum Horizon Series dated
              April 30, 1996 to the Prospectus
     for the Maximum Horizon Series dated July 21, 1995.    
                    


<PAGE>
<PAGE>

EXPENSES

<TABLE>
<CAPTION>

SHAREHOLDER TRANSACTION EXPENSES
(as a percentage of offering price)


<S>                                         <C>

Maximum Sales Charge Imposed on Purchases   None
Redemption Fees(1)                          None
Exchange Fee (2)                            None
<FN>
(1)  A wire charge, currently $15, will be deducted by the Transfer Agent from
 the amount of a wire redemption payment made at the request of a shareholder.  
 Such amount is not included in the "Annual Operating Expenses of the Series".
(2) A shareholder may effect up to four (4) exchanges in a twelve (12) month 
period without charge.  Subsequent exchanges are subject to a fee of $15.

</TABLE>

<TABLE>
<CAPTION>

ANNUAL OPERATING EXPENSES

The following information provides (i) a tabular summary of expenses relating
to the annual operating expenses of the Series and (ii) an example
illustrating the dollar cost of such expenses on a $1,000 investment.

Annual Operating Expenses(as a percentage of average net assets):


                          Maximum Horizon Series
                          -----------------------
<S>                       <C>

Management Fees                             1.00%
12b-1 Fees                 None
Other Expenses                              0.20%
                          -----------------------
Total Operating Expenses                    1.20%
                          =======================
</TABLE>



<TABLE>
<CAPTION>

Example:
You would pay the following expenses on a $1,000 investment, assuming a) 5%
annual return and b) redemptions at the end of each period:


                        1 year   3 years
                        -------  --------
<S>                     <C>      <C>
Maximum Horizon Series       12        38
</TABLE>

The purposes of the table above is to assist the investor in understanding the 
various costs and expenses associated with investing in the Series. For a more
complete description of the various costs and expenses illustrated above, 
please refer to the Management section of the Prospectus. 

This example should not be considered a representation of past or future 
expenses and actual expenses may be greater or lesser than those shown above.


                                        2
<PAGE>

<TABLE>

<CAPTION>
   
FINANCIAL HIGHLIGHTS

The following table provides selected per share data and ratios for the Maximum
Horizon Series (for a share outstanding throughout the period for the periods 
shown).  The table is part of the Series' financial statements, which are 
included in the Statement of Additional Information incorporated by reference 
into this Prospectus.

 
MAXIMUM HORIZON SERIES                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
Per share data ( for a share outstanding
throughout each period):
<S>                                                 <C>           <C>

Net asset value -- Beginning of period              $10.00

Income from investment operations:
   Net investment income                              0.097
   Net realized and unrealized gain (loss) on         
     investments                                      0.314
Total from investment operations                      0.411

Less distributions declared to shareholders:
   From net investment income                        (0.051)
         
                                                     
Net asset value  -  End of period                   $10.36

Total return1                                         4.22%   

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.20%       2                 
   Net investment income*                             2.67%       2

Portfolio turnover                                   12%   

Average commission rate paid                        $0.0937    

Net Assets - End of period  (000's omitted)         $258

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


Net investment income                               $0.050
Ratios (to average net assets):
   Expenses                                          2.50%        2    
   Net Investment Income                             1.37%        2   
</TABLE>

1Represents aggregate total return for the period indicated.
2Annualized.           
                                      3
<PAGE>                                        
       
                                    PART A



   The Prospectus for the Maximum Horizon Series is hereby incorporated by
reference to the Registration Statement on Form N-1A filed on July 21, 1995.
    

<PAGE>
   
                  Supplemental Prospectus
                for Tax Managed Series dated
              April 30, 1996 to the Prospectus
        for the Tax Managed Series dated May 26, 1995.    

<PAGE>
<PAGE>

EXPENSES

<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES
(as a percentage of offering price)

<S>                                         <C>
Maximum Sales Charge Imposed on Purchases   None
Redemption Fees(1)                          None
<FN>
(1) A wire charge, currently $15, will be deducted by the Transfer Agent from
 the amount of a wire redemption payment made at the request of a shareholder. 
 Such amount is not included in the "Annual Operating Expenses of the Series".
</TABLE>

<TABLE>
<CAPTION>
Annual Operating Expenses

The following information provides (i) a tabular summary of expenses relating
to the annual operating expenses of the Series and (ii) an example illustrating
the dollar cost of such expenses on a $1,000 investment.
 
Annual Operating Expenses(as a percentage of average net assets):

<S>                       <C>
Management Fees           1.00%
12b-1 Fees                None
Other Expenses            0.20%
                          -----
Total Operating Expenses  1.20%
                          =====
</TABLE>



<TABLE>
<CAPTION>

Example: 

You would pay the following expenses on a $1,000 investment, assuming 
a) 5% annual return and b) redemptions at the end of each period: 

                                     1 year       3 years
                                     ------       -------
<S>                                  <C>          <C>  
Tax Managed Series                   $12          $38

</TABLE>


The purposes of the table above is to assist the investor in understanding the 
various costs and expenses associated with investing in each Series. For a more
complete description of the various costs and expenses illustrated above, please
refer to the Management section of the Prospectus.

There may be times when the annual operating  expenses exceed 1.20%.  During 
these periods, the Advisor has agreed to waive its management fee and pay a 
portion of the Series' expenses to ensure that the total operating expense 
percentage does not exceed 1.20%.  The fee waiver and assumption of expenses by
the Advisor is voluntary and may be terminated at any time.  If these expenses 
were to be incurred by the series, the expenses would be limited to 2.50% (the 
limit imposed by state securities law).  Absent this reimbursement, Other 
Expenses would be 1.5% and Total Operating Expenses would be 2.5%.


THIS EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN ABOVE.

                                      2

<PAGE>
<TABLE>

<CAPTION>
   
FINANCIAL HIGHLIGHTS

The following table provides selected per share data and ratios for the Tax 
Managed Series (for a share outstanding throughout the period for the periods
shown).  The table is part of the Series' financial statements, which are 
included in the Statement of Additional Information incorporated by reference
into this Prospectus.


                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
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                             (0.007)  
   Net realized and unrealized gain (loss) on
     investments                                      0.417    
Total from investment operations                      0.410    

Net asset value - End of period                     $10.41

Total return1                                         4.10% 

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.20%2
   Net investment income*                            (0.21)%2

Portfolio turnover                                     6%  

Average commission rate paid                        $0.0735    

Net Assets - End of period (000's omitted)          $165

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


Net investment income                               $(0.051)
Ratios (to average net assets):
   Expenses                                           2.50%2   
   Net Investment Income                             (1.52)%2   
</TABLE>

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

                                          3
<PAGE>   

                                    PART A



   The Prospectus for the Tax Managed Series is hereby incorporated by 
reference to the Registration Statement on Form N-1A filed on May 26, 1995.
    


<PAGE>

                                    PART B




   Supplement to the Statement of Additional Information for the Fund dated 
April 30, 1996 to the Statement of Additional Information dated March 6, 1996.
    

<PAGE>

                      Manning & Napier Fund, Inc.

                             DEFENSIVE SERIES
                               Interim Report
                             February 29, 1996






<PAGE>

                                   
Performance Update as of February 29, 1996

The  value of a $10,000 investment in the Manning & Napier Fund, Inc.- 
Defensive Series from its inception (11/1/95) to present (2/29/96) as compared
to the Lehman Brothers Intermediate Bond Index and a Balanced Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
Defensive Series


                          Total Return
              Growth of   
Through        $10,000                   Average
2/29/96      Investment    Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $10,166       1.66%         N/A
</TABLE>


<TABLE>

<CAPTION>


Lehman Brothers Intermediate Bond Index  

                          Total Return
              Growth of
Through        $10,000                   Average
2/29/96      Investment   Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $10,205      2.05%          N/A
</TABLE>



<TABLE>

<CAPTION>


Balanced Index  

                          Total Return
              Growth of
Through        $10,000                   Average
2/29/96      Investment   Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $10,338      3.38%          N/A

</TABLE>


1The Lehman Brothers Intermediate Bond Index is a market value weighted measure
of approximately 3,215 corporate and government securities.  The Index is 
comprised of investment grade securities with maturities greater than one year
but less than ten years.  The Blanaced 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.

2The  Fund  and  Indices performance numbers 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       
               Defensive           Intermediate Bond      Balanced
               Series                  Index                Index
                             
<S>            <C>                 <C>                    <C>
1-Nov-95*      $    10,000         $    10,000            $  10,000
               
30-Nov-95           10,100              10,131               10,177
               
31-Dec-95           10,216              10,238               10,298
               
31-Jan-96           10,287              10,326               10,427
               
29-Feb-96           10,166              10,205               10,338
               

</TABLE>            
               
* Inception date              


                                   1

<PAGE>



<TABLE>

<CAPTION>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                       Value
                                                            Shares    (Note 2)
<S>                                                         <C>       <C>     
COMMON STOCK - 9.2%

AIR COURIER SERVICES - 1.2%
  Federal Express Corp.*                                        75    $  5,550
  
APPAREL - 1.4%
  VF Corp.                                                     125       6,719
  
ELECTRONICS & ELECTRICAL EQUIPMENT - 2.4%
  Household Appliance - 1.2%
    Sunbeam Corporation, Inc.                                  175       2,822
    Whirlpool Corp.                                             50       2,781
                                                                         5,603
                                                                         
  Semiconductors - 0.3%
    Intel Corp.*                                                25       1,470
                                                                               
  Telecommunication Equipment - 0.9%
    General Instrument Corp.*                                  150       4,087
                                                                        11,160

ENGINEERING SERVICES - 0.2%
  Jacobs Engineering Group, Inc.*                               25         713
                                                                          
PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 0.4%
  Eastman Kodak Co.                                             25       1,788  

RESTAURANTS - 0.3%
  McDonald's Corp.*                                             25       1,250
  
RETAIL - 1.1%
  Shoe Stores - 0.3%  
    Brown Group, Inc.                                          100       1,238
    
  Specialty Stores - 0.8%                                
    Fabri Centers of America - Class B*                         50         594
    Fingerhut Companies, Inc.                                  175       2,428
    Hancock Fabrics, Inc.                                       75         712
                                                                         3,734
                                                                         4,972

TELEPHONE COMMUNICATIONS - 1.6%
  BCE, Inc.                                                     50       1,737
  Bellsouth Corp.                                               75       2,991
  Cable & Wireless Plc. - ADR                                  125       2,531
                                                                         7,259

UTILITIES - ELECTRIC - 0.6%
  Enersis S.A. - ADR                                           100       2,837
  
TOTAL COMMON STOCKS (Identified Cost $40,582)                           42,248 

                                                    

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

                                   2
<PAGE>                                   

INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                            Principal    Value
                                                             Amount     (Note 2)



U.S. GOVERMENT AGENCIES - 8.7%

  Fannie Mae Discount Note, 3/19/1996                       20,000    $ 19,949
  Farm Credit Discount Note, 3/25/1996                      20,000      19,932

TOTAL U.S. GOVERNMENT AGENCIES (Identified Cost $39,881)                39,881

U.S. TREASURY SECURITIES - 79.7%

  U.S. Treasury Bonds - 21.4%
    U.S. Treasury Bond, 6.50%, 5/15/2005                    60,000      61,444
    U.S. Treasury Bond, 6.875%, 8/15/2025                   35,000      36,477
  Total U.S. Treasury Bonds (Identified Cost $100,457)                  97,921

  U.S. Treasury Notes - 49.7%
    U.S. Treasury Note, 6.00%, 8/31/1997                    75,000      75,680
    U.S. Treasury Note, 6.125%, 9/30/2000                   95,000      96,336
    U.S. Treasury Note, 6.25%, 2/15/2003                    55,000      55,825
  Total U.S. Treasury Notes (Identified Cost $229,389)                 227,841

  U.S. Treasury Bills - 8.6%
    U.S. Treasury Bill, 3/28/1996 (Identified Cost $39,866) 40,000      39,866

TOTAL U.S. TREASURY SECURITIES (Identified Cost $369,712)              365,628


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

                                   3
<PAGE>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                           Value
                                                              Shares     (Note 2)


SHORT-TERM INVESTMENTS - 1.5%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $6,728)                                  6,728       6,728               

TOTAL INVESTMENTS - 
   (Identified Cost $456,903)                                         $454,485                 

OTHER ASSETS, LESS LIABILITIES - 0.9%                                    4,079

NET ASSETS - 100%                                                     $458,564

* Non-income producing security
</TABLE>


<TABLE>

<CAPTION>

Federal Tax Information:

At February 29, 1996, the net unrealized depreciation based on identified cost
for federal income tax purposes of $456,903 was as follows:



<S>                                                          <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $ 2,498 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (4,916) 

Unrealized depreciation - net                                $(2,418)

</TABLE>




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



                                   4

<PAGE>




<TABLE>

<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES   

February 29, 1996



<S>                                                           <C>
ASSETS:                                                       
Investments, at value (Identified cost $456,903)(Note 2)      $454,485
Interest receivable                                              3,825
Dividends receivable                                                56
Due from investment advisor (Note 3)                             4,970
TOTAL ASSETS                                                   463,336

LIABILITIES:                                                     
Accrued Directors' fees (Note 3)                                 2,325
Transfer agent fees payable (Note 3)                                30
Audit fee payable                                                2,355
Other payables and accrued expenses                                 62
TOTAL LIABILITIES                                                4,772

NET ASSETS FOR 45,327 SHARES OUTSTANDING                      $458,564

NET ASSETS CONSIST OF:
Capital stock                                                 $    453
Additional paid - in - capital                                 454,777
Undistributed net investment income                              2,949
Accumulated net realized gains on investments                    2,803
Net unrealized depreciation on investments                      (2,418)
TOTAL NET ASSETS                                              $458,564

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE  PER SHARE
($458,564/45,327 shares)                                      $10.12

</TABLE>


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


                                   5

<PAGE>

<TABLE>

<CAPTION>
Statement of Operations

For the Four Months Ended February 29, 1996


<S>                                                       <C>
INVESTMENT INCOME
Interest                                                  $ 5,992
Dividends                                                     224
Total Investment Income                                     6,216

EXPENSES:
Management fees (Note 3)                                    1,011
Directors fees (Note 3)                                     2,325
Transfer agent fees (Note 3)                                   30
Audit fee                                                   2,630  
Custodian fees                                                731
Miscellaneous                                                 528
Total Expenses                                              7,255

Less Waiver of Expenses (Note 3)                           (5,982)

Net Expenses                                                1,273 

NET INVESTMENT INCOME                                       4,943

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
Net realized gain on investments (identified cost basis)    2,803
Net change in unrealized depreciation on investments       (2,418)  
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                             385
                                             
NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 5,328 
</TABLE>

The accompanying notes are an integral part of the financial statements.
     
                                   6


<PAGE>

<TABLE>

<CAPTION>
Statement of Changes in Net Assets


                                                           For the    
                                                          Four Months
                                                            Ended
                                                           2/29/96   
<S>                                                      <C>           

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                    $  4,943  
Net realized gain on investments                            2,803  
Net change in unrealized (depreciation) on investments     (2,418)
Net increase in net assets from operations                  5,328 

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)                                  455,230   

Net increase in net assets                                458,564

NET ASSETS:

Beginning of period                                           - 

End of period  (including undistributed net investment
income of $2,949)                                        $458,564   
</TABLE>


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


                                   7


<PAGE>

<TABLE>

<CAPTION>
Financial Highlights



                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
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                              0.111
   Net realized and unrealized gain (loss) on         0.055
     investments                                      0.166
Total from investment operations                      

Less distributions declared to shareholders:
   From net investment income                        (0.046)
         
                                                     
Net asset value  -  End of period                   $10.12

Total return1                                         1.66%

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.00%2
   Net investment income*                             3.87%2

Portfolio turnover                                    6%  

Average commission rate paid                        $0.0765    

Net Assets - End of period  (000's omitted)         $459

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


Net investment income                               $0.068
Ratios (to average net assets:
   Expenses                                         2.50%2     
   Net Investment Income                            2.37%2    
</TABLE>

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

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

                                    8


<PAGE>
NOTES TO FINANCIAL STATEMENTS

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.
   
   Shares of the Fund are offered to investors, employees and clients of
   Manning & Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 February 29,
   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.
   
   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 taxes has been made in 
   the financial statements.
   
                                    9
<PAGE>

NOTES TO FINANCIAL STATEMENTS

2. SIGNIFICANT ACCOUNTING POLICIES (continued)                        
   
   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.
   
   
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 0.80% of the 
   Fund's average  daily  net  assets.  The fee amounted to $1,011 for the four 
   months ended February 29, 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 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% and amounted to $30 for the four months ended February 29, 
   1996.
   
                                   10
<PAGE>

NOTES TO FINANCIAL STATEMENTS

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 1.00% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses 
   amounting to $4,971 for the four months ended February 29, 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.
   
   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 $2,325 for the
   four months ended February 29, 1996.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $390,766 and $22,746, respectively, for the four months ended February 29, 
   1996.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of Defensive Series Class E Common Stock were:


               For the Four Months 
                  Ended 2/29/96
                Shares         Amount     
            ---------------  -----------
<S>         <C>              <C>         

Sold        45,190           $453,842
Reinvested     197              1,994
Redeemed       (60)              (606)
Total       45,327           $455,230
</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 at February 29, 1996.


                                   11

<PAGE>

<PAGE>
<PAGE>

                      Manning & Napier Fund, Inc.

                            MAXIMUM HORIZON SERIES
                               Interim Report
                             February 29, 1996






<PAGE>

                                   
Performance Update as of February 29, 1996

The  value of a $10,000 investment in the Manning & Napier Fund, Inc.- Maximum
Horizon Series from its inception (11/1/95) to present (2/29/96) 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
              Growth of   
Through        $10,000                   Average
2/29/96      Investment    Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $10,422      4.22%          N/A
</TABLE>


<TABLE>

<CAPTION>


S & P 500 Total Return Index

                          Total Return
              Growth of
Through        $10,000                   Average
2/29/96      Investment   Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $11,104      11.04%         N/A
</TABLE>


1The Standard and 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. S&P 500 Total Return Index assumes reinvestment of income and, unlike 
Fund returns, does not reflect any fees or expenses.

2The  Fund  and  Index performance numbers 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        S&P 500
               Maximum Horizon       Total Return   
               Series                   Index          
                             
<S>            <C>                 <C>             
1-Nov-95*      $10,000             $10,000     
               
30-Nov-95       10,220              10,439
               
31-Dec-95       10,351              10,640
               
31-Jan-96       10,492              11,001
               
29-Feb-96       10,422              11,104
               

</TABLE>            
               
* Inception date              


                                   1

<PAGE>



<TABLE>

<CAPTION>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                           Value
                                                              Shares     (Note 2)
<S>                                                          <C>        <C>     
COMMON STOCK - 47.6%

AIR COURIER SERVICES - 2.9%
  Federal Express Corp.*                                        100     $  7,400

APPAREL - 4.2%
  VF Corp.                                                      200       10,750

CHEMICALS & ALLIED PRODUCTS - 2.8%
  Biological Products - 0.6%
    Alliance Pharmaceutical Corp.*                              100        1,675
  Household Products - 1.6%
    Procter & Gamble Co.                                         50        4,100
  Industrial Organic Chemicals - 0.6%
    International Specialty Products, Inc.                      125        1,547
                                                                           7,322

CRUDE PETROLEUM & NATURAL GAS - 4.5%
  Burlington Resources, Inc.                                    150        5,456
  Seagull Energy Corp.*                                         225        4,247
  YPF Sociedad Anonima                                          100        1,938
                                                                          11,641

ELECTRONICS & ELECTRICAL EQUIPMENT - 9.0%
  Household Appliances - 3.5%                                            
    Sunbeam Corporation, Inc.                                   300        4,837
    Whirlpool Corp.                                              75        4,172
                                                                           9,009
  Semiconductors - 2.3%
    Intel Corp.                                                 100        5,881
  Telecommunication Equipment- 3.2%
    General Instrument Corp.*                                   300        8,175
                                                                          23,065
                                                                          

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

                                   2
<PAGE>                                   

INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                         Value
                                                             Shares     (Note 2)

ENGINEERING SERVICES - 0.8%
  Jacobs Engineering Group, Inc.*                                75     $  2,137

GLASS PRODUCTS - 1.3%
  Corning, Inc.                                                 100        3,250

HEALTH SERVICES - 2.7%
  Caremark International, Inc.                                  275        7,013

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.4%
  Eastman Kodak Co.                                              50        3,575

RESTAURANTS - 2.4%
  McDonald's Corp.                                              125        6,250

RETAIL - 7.5%
  Retail - Shoe Stores - 0.8%
    Brown Group, Inc.                                           175        2,165
  Retail - Specialty Stores - 6.7%
    Fabri-Centers of America - Class A*                         125        1,531
    Fabri-Centers of America - Class B*                         125        1,484
    Fingerhut Companies, Inc.                                   300        4,163
    Hancock Fabrics, Inc.                                       150        1,425
    Home Depot, Inc.                                            200        8,650
                                                                          17,253
                                                                          19,418
                         
TELEPHONE COMMUNICATIONS - 5.9%
  BCE, Inc.                                                     125        4,344
  Cable & Wireless Plc - ADR                                    175        3,544
  Telefonica de Espana - ADR                                    150        7,369
                                                                          15,257

UTILITIES - ELECTRIC - 2.2%
  Enersis S.A. - ADR                                            200        5,675
  
TOTAL COMMON STOCK
  (Identified Cost $115,247)                                             122,753    

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

                                   3
<PAGE>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996

                                                                  
                                                            Principal   Value
                                                             Amount    (Note 2)
                
U.S. GOVERNMENT SECURITIES - 3.9%                
   Fannie Mae Discount Note, 3/19/1996
      (Identified Cost $9,974)                               10,000     $  9,974
   
                                   
U.S. TREASURY SECURITIES - 67.2%

U.S. TREASURY BONDS - 22.3%
  U.S. Treasury Bond, 6.875%, 8/15/2025
      (Identified Cost $60,108)                              55,000       57,320

U.S. TREASURY NOTES - 31.4%
  U.S. Treasury Note, 5.275%, 11/30/1997                     30,000       29,953
  U.S. Treasury Note, 6.125%, 9/30/2000                      25,000       25,352
  U.S. Treasury Note, 6.50%, 8/15/2005                       25,000       25,586
TOTAL U.S. TREASURY NOTES (Identified Cost $81,969)                       80,891

U.S. TREASURY BILLS - 13.5%
  U.S. Treasury Bill, 3/21/1996                              10,000        9,976
  U.S. Treasury Bill, 3/28/1996                              15,000       14,950
  U.S. Treasury Bill, 4/4/1996                               10,000        9,952
TOTAL U.S. TREASURY BILLS (Identified Cost $34,878)                       34,878

TOTAL U.S. TREASURY SECURITIES 
    (Identified Cost $176,955)                                           173,089


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

                                   4
                                   
<PAGE>

INVESTMENT PORTFOLIO - FEBRUARY 29, 1996

                                                              
                                                                         Value
                                                              Shares     (Note 2)


SHORT-TERM INVESTMENTS - 2.9%
   Dreyfus U.S. Treasury Money Market Reserves
     (Identified Cost $7,464)                                 7,464     $  7,464
     
TOTAL INVESTMENTS - 
   (Identified Cost $309,640)                                            313,280

LIABILITIES, LESS OTHER ASSETS - (21.6)%                                 (55,645)

NET ASSETS - 100%                                                       $257,635

* Non-income producing security
</TABLE>


<TABLE>

<CAPTION>

Federal Tax Information:

At February 29, 1996, the net unrealized appreciation based on identified cost
for federal income tax purposes of $309,640 was as follows:



<S>                                                          <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $ 9,252

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (5,612)

Unrealized appreciation - net                                $ 3,640

</TABLE>




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



                                   5

<PAGE>




<TABLE>

<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES   

February 29, 1996



<S>                                                           <C>
ASSETS:
Investments, at value (Identified cost $309,640) (Note 2)     $313,280
Cash                                                                20
Interest receivable                                              1,267
Dividends receivable                                               102
Due from investment advisor (Note 3)                             5,297                   
TOTAL ASSETS                                                   319,966

LIABILITIES:
Accrued Directors' fees (Note 3)                                 2,325 
Payable for fund shares redeemed                                53,240
Payable for securities purchased                                 4,550  
Transfer agent fees payable (Note 3)                                16
Other payables and accrued expenses                              2,200
TOTAL LIABILITIES                                               62,331

NET ASSETS FOR 24,858 SHARES OUTSTANDING                      $257,635

NET ASSETS CONSIST OF:
Capital stock                                                 $    249
Additional paid - in - capital                                 251,829
Undistributed net investment income                              1,146
Accumulated net realized gains on investments                      771
Net unrealized appreciation on investments                       3,640
TOTAL NET ASSETS                                              $257,635

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE  PER SHARE
($257,635/24,858 shares)                                      $  10.36

</TABLE>


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


                                   6

<PAGE>

<TABLE>

<CAPTION>
Statement of Operations

For the Four Months Ended February 29, 1996


<S>                                                       <C>
INVESTMENT INCOME
Interest                                                  $ 2,188
Dividends                                                     400
Total Investment Income                                     2,588

EXPENSES:
Management fees (Note 3)                                      661
Directors fees (Note 3)                                     2,325
Transfer agent fees (Note 3)                                   16
Audit fee                                                   2,630
Custodian fees                                                601
Miscellaneous                                                 527
Total Expenses                                              6,760 

Less Waiver of Expenses (Note 3)                           (5,958) 

Net Expenses                                                  802

NET INVESTMENT INCOME                                       1,786

REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS:
Net realized gain on investments (identified cost basis)      771
Net change in unrealized appreciation on investments        3,640 
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                           4,411

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 6,197
</TABLE>

The accompanying notes are an integral part of the financial statements.
     
                                   7


<PAGE>

<TABLE>

<CAPTION>
Statement of Changes in Net Assets


                                                           For the    
                                                          Four Months
                                                            Ended
                                                           2/29/96   
<S>                                                      <C>           

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                    $  1,786 
Net realized gain on investments                              771
Net change in unrealized appreciation (depreciation)        3,640
   on investments                                          
Net increase in net assets from operations                  6,197  

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                   (640)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                  252,078   

Net increase in net assets                                257,635

NET ASSETS:

Beginning of period                                           - 

End of period  (including undistributed net investment
income of $1,146)                                        $257,635   
</TABLE>


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


                                   8


<PAGE>

<TABLE>

<CAPTION>
Financial Highlights



                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
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                              0.097
   Net realized and unrealized gain (loss) on         
     investments                                      0.314
Total from investment operations                      0.411

Less distributions declared to shareholders:
   From net investment income                        (0.051)
         
                                                     
Net asset value  -  End of period                   $10.36

Total return1                                         4.22%   

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.20%2                 
   Net investment income*                             2.67%2

Portfolio turnover                                   12%   

Average commission rate paid                        $0.0937    

Net Assets - End of period  (000's omitted)         $258

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


Net investment income                               $0.050
Ratios (to average net assets):
   Expenses                                          2.50%2    
   Net Investment Income                             1.37%2   
</TABLE>

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

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

                                   9


<PAGE>
NOTES TO FINANCIAL STATEMENTS

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.
   
   Shares of the Fund are offered to investors, employees and clients of
   Manning & Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 February 29,
   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.
   
   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 taxes has been made in 
   the financial statements.
   
                                   10
<PAGE>

NOTES TO FINANCIAL STATEMENTS

2. SIGNIFICANT ACCOUNTING POLICIES (continued)                        
   
   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.
   
   
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% of the Fund's
   average  daily  net  assets.  The fee amounted to $661 for the four 
   months ended February 29, 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 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% and amounted to $16 or the four months ended February 29, 
   1996.
   
                                   11
<PAGE>

NOTES TO FINANCIAL STATEMENTS

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 1.20% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses 
   amounting to $5,297 for the four months ended February 29, 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.
   
   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 $2,325 for the
   four months ended February 29, 1996.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $279,981 and $23,338, respectively, for the four months ended February 29,
   1996.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of Maximum Horizon Series Class B Common Stock
   were:


               For the Four Months 
                  Ended 2/29/96
                Shares         Amount     
            ---------------  -----------
<S>         <C>              <C>         

Sold        29,930           $304,678
Reinvested      62                640
Redeemed    (5,134)           (53,240)
Total       24,858           $252,078
</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 at February 29, 1996.


                                   12

<PAGE>

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

                            TAX MANAGED SERIES
                               Interim Report
                             February 29, 1996






<PAGE>

                                   
Performance Update as of February 29, 1996

The value of a $10,000 investment in the Manning & Napier Fund, Inc.- Tax
Managed Series from its inception (11/1/95) to present (2/29/96) as compared
to the Standard & Poor's (S&P) 500 Total Return Index and the Russell 2000 Total
Return Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
Tax Managed Series


                          Total Return
              Growth of   
Through        $10,000                   Average
2/29/96      Investment    Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $10,400       4.10%         N/A
</TABLE>


<TABLE>

<CAPTION>


S & P 500 Total Return Index

                          Total Return
              Growth of
Through        $10,000                   Average
2/29/96      Investment   Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $11,104      11.04%         N/A
</TABLE>


<TABLE>

<CAPTION>


Russell 2000 Total Return Index

                          Total Return
              Growth of
Through        $10,000                   Average
2/29/96      Investment   Cumulative     Annual
<S>          <C>          <C>            <C>

Inception2   $11,016      10.16%         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 Russell 2000 Index is an unmanaged capitalization-weighted
measure of the bottom two-thirds of the largest 3,000 publicly traded
companies domiciled in the United States.  Both Indices' returns assume 
reinvestment of income and, unlike Fund returns, do not reflect any fees or 
expenses.

2The  Fund  and  Indices performance numbers 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          S&P 500         Russell 2000
               Tax Managed            Total Return       Total Return
               Series                    Index              Index
                             
<S>            <C>                 <C>                   <C>
1-Nov-95*      $  10,000           $  10,000             $   10,000
               
30-Nov-95         10,090              10,439                 10,420
               
31-Dec-95         10,010              10,640                 10,695
               
31-Jan-96         10,100              11,001                 10,683
               
29-Feb-96         10,410              11,104                 11,016
               

</TABLE>            
               
* Inception date              


                                   1

<PAGE>



<TABLE>

<CAPTION>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                           Value
                                                              Shares     (Note 2)
<S>                                                          <C>        <C>     
COMMON STOCK - 122.8%

AIR COURIER SERVICES - 4.5%
  Federal Express Corp.*                                       100      $  7,400       

AMUSEMENT & RECREATIONAL SERVICES - 0.9%
  Mountasia Entertainment International, Inc.*                 475         1,544

APPAREL - 4.9%
  VF Corp.                                                     150         8,062

CHEMICALS & ALLIED PRODUCTS - 10.5%
  Biological Products - 3.3%
    Alliance Pharmaceutical Corp.*                             325         5,444
  Household Products - 7.2%
    Colgate-Palmolive Co.                                      100         7,825
    Procter & Gamble Co.                                        50         4,100
                                                                          11,925
                                                                          17,369
COMMUNICATIONS - 4.3%
  Children's Broadcasting Corp.*                               237         2,252
  Telefonica de Espana - ADR                                   100         4,912
                                                                           7,164

ELECTRONICS & ELECTRICAL EQUIPMENT - 24.3%
  Electronic Components - 1.2%
    Planar Systems, Inc.*                                      150         2,044
  Lighting Equipment - 2.7%
    Coleman Company, Inc.*                                     100         4,375
  Household Appliances - 6.4%
    Sunbeam Corporation, Inc.                                  400         6,450
    Whirlpool Corp.                                             75         4,172
                                                                          10,622
  Semiconductors - 5.3%
    Intel Corp.                                                150         8,822
  Telecommunications Equipment - 8.7%
    BroadBand Technologies, Inc.*                              250         6,125
    General Instrument Corp.*                                  300         8,175
                                                                          14,300
                                                                          40,163


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

                                   2
<PAGE>                                   

INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                        Value
                                                             Shares     (Note 2)

FABRICATED METAL PRODUCTS - 2.0%
  Material Sciences Corp.*                                     225      $  3,234

FOOD - 1.1%
  Grist Mill Co.*                                              275         1,822

GLASS PRODUCTS - 1.7%
  Libbey, Inc.                                                 125         2,812

HEALTH SERVICES - 12.7%
  Caremark International, Inc.                                 450        11,475
  Health Management, Inc.*                                     375         1,313
  Quantum Health Resources, Inc.*                              250         2,688
  Rehabcare Group, Inc.*                                       175         3,041
  U.S. Physical Therapy, Inc.*                                 225         2,531
                                                                          21,048

OFFICE & BUSINESS EQUIPMENT - 3.1%
  BT Office Products International, Inc.*                      250         5,094

PLASTIC PRODUCTS - 1.2%
  Carlisle Plastics, Inc.*                                     475         1,959

PRIMARY METAL INDUSTRIES - 1.6%
  Gibraltar Steel Corp.*                                       200         2,700

PRINTING & PUBLISHING - 1.9%
  Playboy Enterprises, Inc. - Class B*                         300         3,225
  
PRINTING TRADES EQUIPMENT - 2.5%
  Scitex Corp.                                                 250         4,156
  
RESTAURANTS - 7.1%
  McDonald's Corp.                                             175         8,750
  Quantum Restaurant Group, Inc.*                              200         2,925
                                                                          11,675
                                                                          
The accompanying notes are an integral part of the financial statements.

                                   3
<PAGE>
INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                           Value
                                                              Shares     (Note 2)
RETAIL - 18.6%
  Retail - Specialty Stores - 15.7%
    Fingerhut Companies, Inc.                                  550      $  7,631
    Gander Mountain, Inc.*                                     550         2,887
    Home Depot, Inc.                                           175         7,569
    Michael's Stores, Inc.*                                    375         4,547
    Pier 1 Imports, Inc.                                       250         3,313
                                                                          25,947
  Retail - Variety Stores - 2.9%
    Family Dollar Stores, Inc.                                 350         4,813
                                                                          30,760

SOFTWARE - 13.8%
  Black Box Corp.*                                             300         5,175
  Borland International, Inc.*                                 400         7,750
  Caere Corp.*                                                 475         3,919
  Symantec Corp.*                                              475         6,056
                                                                          22,900

SURGICAL & MEDICAL INSTRUMENTS - 0.9%
  Allied Healthcare Products, Inc.                             125         1,562

TEXTILES - 2.6%
  Fieldcrest Cannon, Inc.*                                     225         4,219

UTILITIES - ELECTRIC - 2.6%
  Enersis S.A. - ADR                                           150         4,256


TOTAL COMMON STOCK (Identified Cost $193,185)                            203,124








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

                                   4
                                   
<PAGE>

INVESTMENT PORTFOLIO - FEBRUARY 29, 1996


                                                                           Value
                                                              Shares     (Note 2)


SHORT-TERM INVESTMENTS - 2.1%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $3,522)                                  3,522      $  3,522

TOTAL INVESTMENTS - 
   (Identified Cost $196,707)                                            206,646

LIABILITIES, LESS OTHER ASSETS - (24.9)%                                 (41,215)

NET ASSETS - 100%                                                       $165,431

* Non-income producing security
</TABLE>


<TABLE>

<CAPTION>

Federal Tax Information:

At February 29, 1996, the net unrealized appreciation based on identified cost
for federal income tax purposes of $196,707 was as follows:



<S>                                                          <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $ 21,824

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (11,885)

Unrealized appreciation - net                                $  9,939 
</TABLE>




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



                                   6
                                   
<PAGE>




<TABLE>

<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES   

February 29, 1996



<S>                                                           <C>
ASSETS:
Investments, at value  (Identified cost $196,707) (Note 2)    $206,646
Dividends receivable                                                66
Receivable from investment advisor (Note 3)                      5,528
TOTAL ASSETS                                                   212,240

LIABILITIES:
Accrued Directors' fees (Note 3)                                 2,325 
Payable for fund shares redeemed                                42,063  
Transfer agent fees payable (Note 3)                                13
Audit fee payable                                                2,355
Other payables and accrued expenses                                 53
TOTAL LIABILITIES                                               46,809

NET ASSETS FOR 15,899 SHARES OUTSTANDING                      $165,431

NET ASSETS CONSIST OF:
Capital stock                                                 $    159
Additional paid - in - capital                                 156,590
Accumulated net investment loss                                   (114)
Accumulated net realized loss on investments                    (1,143)
Net unrealized appreciation on investments                       9,939
TOTAL NET ASSETS                                              $165,431

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($165,431/15,899 shares)                                      $   10.41

</TABLE>


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


                                   7

<PAGE>

<TABLE>

<CAPTION>
Statement of Operations

For the Four Months Ended February 29, 1996


<S>                                                       <C>
INVESTMENT INCOME
Interest                                                  $  161
Dividends                                                    365
Total Investment Income                                      526

EXPENSES:
Management fees (Note 3)                                     529
Directors fees (Note 3)                                    2,325
Transfer agent fees (Note 3)                                  13
Audit fee                                                  2,630
Custodian fees                                               678
Miscellaneous                                                522 
Total Expenses                                             6,697  

Less Waiver of Expenses (Note 3)                          (6,057)  

Net Expenses                                                 640

NET INVESTMENT LOSS                                         (114)

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
Net realized loss on investments (identified cost basis)  (1,143)   
Net change in unrealized appreciation on investments       9,939  
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          8,796 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $8,682 
</TABLE>

The accompanying notes are an integral part of the financial statements.
     
                                   8


<PAGE>

<TABLE>

<CAPTION>
Statement of Changes in Net Assets


                                                           For the    
                                                          Four Months
                                                            Ended
                                                           2/29/96   
<S>                                                      <C>           

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment loss                                      $   (114) 
Net realized loss on investments                           (1,143)
Net change in unrealized appreciation on investments        9,939
Net increase in net assets from operations                  8,682  


CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                  156,749   

Net increase in net assets                                165,431

NET ASSETS:

Beginning of period                                          -

End of period (including undistributed net
investment loss of $(114))                               $165,431   
</TABLE>


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


                                   9


<PAGE>

<TABLE>

<CAPTION>
Financial Highlights



                                                                  
                                                      For the     
                                                     Four Months
                                                       Ended     
                                                      2/29/96      
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                             (0.007)  
   Net realized and unrealized gain (loss) on
     investments                                      0.417    
Total from investment operations                      0.410    

Net asset value - End of period                     $10.41

Total return1                                         4.10% 

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                          1.20%2
   Net investment income*                            (0.21)%2

Portfolio turnover                                     6%  

Average commission rate paid                        $0.0735    

Net Assets - End of period (000's omitted)          $165

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


Net investment income                               $(0.051)
Ratios (to average net assets):
   Expenses                                           2.50%2   
   Net Investment Income                             (1.52)%2   
</TABLE>

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

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

                                   10


<PAGE>
NOTES TO FINANCIAL STATEMENTS

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.
   
   Shares of the Fund are offered to investors, employees and clients of
   Manning & Napier Advisors, Inc. (the "Advisor") and its affiliates.  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 February 29,
   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.
   
   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 taxes has been made in 
   the financial statements.
   
                                   11
<PAGE>

NOTES TO FINANCIAL STATEMENTS

2. SIGNIFICANT ACCOUNTING POLICIES (continued)                        
   
   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
   While the Fund seeks to minimize taxable distributions, the Fund may earn 
   taxable income and gains that will be distributed to shareholders.
   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, 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.
   
   
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% of the Fund's
   average  daily  net  assets.  The fee amounted to $529 for the four 
   months ended February 29, 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 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% and amounted to $13 for the four months ended 
   February 29, 1996.
   
                                   12
<PAGE>

NOTES TO FINANCIAL STATEMENTS

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 1.20% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses 
   amounting to $5,528 for the four months ended February 29, 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.
   
   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 $2,325 for the
   four months ended February 29, 1996.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $203,524 and $9,202, respectively, for the four months ended February 29,
   1996.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of Tax Managed Series Class H Common Stock
   were:


               For the Four Months 
                  Ended 2/29/96
                Shares         Amount     
            ---------------  -----------
<S>         <C>              <C>         

Sold        19,943           $198,812 
Redeemed    (4,044)           (42,063)
Total       15,899           $156,749
</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 at February 29, 1996.


                                   13

<PAGE>

                                     PART C




   Part C is hereby incorporated by reference to the Registration Statement on
Form N-1A filed on March 6, 1996.    


<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No.   23     to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rochester and State of New York on the    30th day of April, 1996.    


          Manning & Napier Fund, Inc.
          (Registrant)


          By:/s/William Manning
                William Manning
                President


     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.    23     to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
<TABLE>

<CAPTION>



<S>                      <C>                                    <C>

   
- -----------------------                                                
Signature                Title                                  Date
- -----------------------  -------------------------------------  -------

/s/William Manning       Principal Executive                    4/30/96
- -----------------------                                         -------
   William Manning       Officer

/s/B. Reuben Auspitz     Director and Officer                   4/30/96
- -----------------------                                         -------
   B. Reuben Auspitz

/s/Martin F. Birmingham  Director                               4/30/96
- -----------------------                                         -------
   Martin F. Birmingham

/s/Harris H. Rusitzky    Director                               4/30/96
- -----------------------                                         -------
   Harris H. Rusitzky

/s/Peter L. Faber        Director                               4/30/96
- -----------------------                                         -------
   Peter L. Faber

/s/Stephen B. Ashley     Director                               4/30/96
- -----------------------                                         -------
   Stephen B. Ashley

/s/Timothy P. Mullaney   Chief Financial &                      4/30/96
- -----------------------  Accounting Officer,                    -------
   Timothy P. Mullaney   Treasurer

    
</TABLE>


<PAGE>


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

       
<CAPTION>
<S>                         <C>

<ARTICLE>                   6
<LEGEND>
<RESTATED>
<CIK>                       0000751173
<NAME>                      MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                      DEFENSIVE SERIES
<NUMBER>                    2
<MULTIPLIER>                1
<CURRENCY>                  1
<FISCAL-YEAR-END>           OCT-31-1996
<PERIOD-START>              NOV-01-1995
<PERIOD-END>                FEB-29-1996
<PERIOD-TYPE>               OTHER
<EXCHANGE-RATE>             1
<INVESTMENTS-AT-COST>         456903  
<INVESTMENTS-AT-VALUE>        454485
<RECEIVABLES>                   8851
<ASSETS-OTHER>                     0
<OTHER-ITEMS-ASSETS>               0
<TOTAL-ASSETS>                463336
<PAYABLE-FOR-SECURITIES>           0
<SENIOR-LONG-TERM-DEBT>            0
<OTHER-ITEMS-LIABILITIES>       4772
<TOTAL-LIABILITIES>             4772
<SENIOR-EQUITY>                    0
<PAID-IN-CAPITAL-COMMON>      455230
<SHARES-COMMON-STOCK>          45327
<SHARES-COMMON-PRIOR>              0
<ACCUMULATED-NII-CURRENT>       2949
<OVERDISTRIBUTION-NII>             0
<ACCUMULATED-NET-GAINS>         2803
<OVERDISTRIBUTION-GAINS>           0
<ACCUM-APPREC-OR-DEPREC>       (2418)
<NET-ASSETS>                  458564
<DIVIDEND-INCOME>                224
<INTEREST-INCOME>               5992
<OTHER-INCOME>                     0
<EXPENSES-NET>                  1273
<NET-INVESTMENT-INCOME>         4943
<REALIZED-GAINS-CURRENT>        2803
<APPREC-INCREASE-CURRENT>      (2418)
<NET-CHANGE-FROM-OPS>           5328
<EQUALIZATION>                     0
<DISTRIBUTIONS-OF-INCOME>       1994
<DISTRIBUTIONS-OF-GAINS>           0
<DISTRIBUTIONS-OTHER>              0
<NUMBER-OF-SHARES-SOLD>        45190
<NUMBER-OF-SHARES-REDEEMED>       60
<SHARES-REINVESTED>              197
<NET-CHANGE-IN-ASSETS>        458564
<ACCUMULATED-NII-PRIOR>            0
<ACCUMULATED-GAINS-PRIOR>          0
<OVERDISTRIB-NII-PRIOR>            0
<OVERDIST-NET-GAINS-PRIOR>         0
<GROSS-ADVISORY-FEES>           1011
<INTEREST-EXPENSE>                 0
<GROSS-EXPENSE>                 7255
<AVERAGE-NET-ASSETS>          385884
<PER-SHARE-NAV-BEGIN>          10.00
<PER-SHARE-NII>                 0.11
<PER-SHARE-GAIN-APPREC>         0.06
<PER-SHARE-DIVIDEND>            0.05
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<CAPTION>
<S>                         <C>
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<CIK>                       0000751173
<NAME>                      MANNING & NAPIER FUND, INC.
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<NAME>                      MAXIMUM HORIZON SERIES
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<CAPTION>
<S>                         <C>
<ARTICLE>                   6
<LEGEND>
<RESTATED>
<CIK>                       0000751173
<NAME>                      MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                      TAX MANAGED SERIES
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</TABLE>


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