MANNING & NAPIER FUND INC
N-30D, 1996-02-26
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February 20, 1996


To:  Shareholders of the Manning & Napier Fund

Dear Shareholder:

Enclosed is a copy of the Annual Report for each series of the Manning &
Napier  Fund  in  which you owned shares as of December 31, 1995.  This report
provides  information  about  the  performance of the Series and the portfolio
holdings as of that date.

Please  contact  me  or your client consultant if you have any questions about
the Fund.

Sincerely,

/s/  Amy J. Williams


Amy J. Williams
Fund Services Coordinator


<PAGE>
<PAGE>


                         Manning & Napier Fund, Inc.

                               SMALL CAP SERIES
                                Annual Report
                              December 31, 1995



<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:

The Small Cap Series of the Manning & Napier Fund remained true to its
fundamental approach in 1995 by undergoing a sector shift, selling out of
over-valued sectors in favor of out-of-favor ones.  While this caused the
Series to underperform as 1995 progressed, this is the same approach that
allowed the Series to make money in 1994s tough market environment.

As the second half of the year progressed, we began to see many of our
technology holdings reach prices we felt represented fair value. 
Simultaneously, the bad news in some of the consumer sectors was creating
attractive  investment scenarios.  This dramatic divergence in performance has
given  us  the  opportunity to reposition the portfolio into stocks we believe
represent better value going forward.

We  continue to manage the Small Cap Series of the Manning & Napier Fund based
on  our  strategies and pricing disciplines.  These strategies are designed to
keep us focussed on companies that are well positioned, while the pricing
disciplines  tend to keep us out of companies that have great stories but high
stock prices.

Each  stock  in  the  Series is individually selected and reviewed by analysts
with specific industry expertise.  Careful attention to detail has often
resulted  in  investments  in sectors where the combination of pricing and the
strategy  fit  was right and kept us out of sectors where either valuations or
conditions did not appear favorable.  Our management techniques sometimes
result  in  our investing in stocks/sectors that are currently underperforming
the market, and they may also lead us to sell stocks in sectors that are
outperforming the market as we are selling.  We believe this
early-in/early-out approach provides us with a less risky strategy designed to
provide attractive long term returns.

A review of several sectors in which the Series was and was not invested as of
December 31, 1995 will help illustrate our investment approach.

RETAILING STOCKS As of December 31, 1995, the Series is overweighted in this
sector which underperformed the market last year.  We believe that the
valuations in retail stocks are very attractive and we have been taking
advantage of opportunities by increasing our exposure to this sector by
selectively  buying stocks.  Some of these investments have started to perform
well  and  we  believe  that over the long term our investments in this sector
will be strong contributors to the Series performance.

FINANCIAL  STOCKS  Financial  services companies performed well in 1995, but
the  Series  did  not  hold investments in this area as of December 31, 1995. 
Part of their performance was attributable to a snap-back from the poor
performance of 1994.  Another factor driving performance was the bout of
consolidation  activity in the banking sector.  Our lack of investment in this
area stemmed from the fact that chasing takeovers appeared to be the way
investors  were  attempting  to  make money.  At this point it is important to
remember  the  difference between betting on a takeover and investing in sound
value; the former is just that - a bet - while the latter is a business
decision based on fundamentals.

TECHNOLOGY  STOCKS  As  we began 1995, the Small Cap Series had a relatively
heavy weighting in technology, and these investments served us well.  However,
as  the  year progressed, we began to see technology stocks reach prices which

                                   1
<PAGE>

Management Discussion and Analysis (continued)
                                   
we believe represented fair value, so we began paring back our holdings.  Many
technology sectors continued to run, but because we thought they were
over-valued, we did not participate.  As the year came to a close, many
technology investors found themselves caught in the middle of a rapid retreat.
While we continue to have investments in the technology area, they are
predominantly  in  the software area and not in areas such as semiconductors. 
We  believe  this  industry became over-valued and was showing signs of excess
capacity coming on line.

Strict adherence to our strategies and pricing disciplines is reflected in the
valuation  of  the Small Cap Series.  Both the Price-to-Earnings ratio and the
Price-to-Book  Value ratio of the Series are lower than the broader market (as
represented  by  the S&P 500), while the expected growth rate of the companies
in the portfolio is more than 1.5 times that of the S&P 500.we look forward to
1996, we believe we have positioned the portfolio to benefit from the
attractive valuations presented us in many areas that have lagged and are
poised  for  a  recovery.  Conversely, we have decreased our exposure to areas
that  we  believe  have  become over-valued.  This strategy of focusing on the
values has served us well historically and it is the cornerstone of our
investment process.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[GRAPHIC]
[Pie Chart]

Portfolio Composition

Chemical & Allied Products - 4%
Crude Petroleum & Natural Gas - 2%
Educational Services - 3%
Electronics & Electrical Equipment - 10%
Fabricated Metal Products - 7%
Food - 2%
Glass Products - 1%
Health Services - 9%
Industrial & Commercial Machinery - 4%
Office & Business Equipment - 3%
Plastic Products - 3%
Business Services/Software - 15%
Amusement & Recreational Services - 1%
Cash & Cash Equivalents - 5%
Textiles - 1%
Television & Radio Broadcasting Stations - 1%
Technical Instruments & Supplies - 2%
Shoes - 3%
Retail - 20%
Restaurants - 2%
Printing & Publishing - 1%
Primary Metal Industries - 1%

                                   2
<PAGE>
                                   
Performance Update as of December 31, 1995

The  value  of a $10,000 investment in the Manning & Napier Fund, Inc. - Small
Cap  Series  from its inception (4/30/92) to present (12/31/95) as compared to
the Standard & Poor's (S&P) 500 Total Return Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc. - Small Cap Series


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,470         14.70%    14.70%
Inception2  $           16,497         64.97%    14.60%
</TABLE>



<TABLE>

<CAPTION>

S& P 500 Total Return Index


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           13,759         37.59%    37.59%
Inception2  $           16,460         64.60%    14.53%
</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 Over-The-Counter market.
 S&P 500 Total Return Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees or expenses.

2The Fund and Index performance numbers are calculated from April 30, 1992,
the Fund's most recent 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 Total
               Small Cap Series    Return Index
          
<S>            <C>                 <C>
30-Apr-92*          10,000              10,000
          
31-Dec-92           11,610              10,725
          
31-Dec-93           13,317              11,808
          
31-Dec-94           14,383              11,964
          
31-Dec-95           16,497              16,460
          
</TABLE>       
          
* Inception date         
          


                                   3

<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995


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


COMMON STOCK - 95.9%

Amusement & Recreational Services - 0.9%
   Mountasia Entertainment International,  Inc.*      260,000  $  1,251,250 

Business Services - 15.0%
   Employment Services - 0.6%
   Barrett Business Services, Inc.*                    55,000       811,250 

   Software - 14.4%
   Black Box Corp.*                                   170,000     2,783,750 
   Borland International, Inc.*                       475,000     7,837,500 
   Caere Corp.*                                       138,000       983,250 
   Electronic Arts, Inc.*                              79,000     2,063,875 
   Symantec Corp.*                                    300,000     6,975,000 
                                                                 20,643,375 
                                                                 21,454,625 
Chemical & Allied Products - 4.6%
   Alliance Pharmaceutical Corp.*                     353,000     4,809,625 
   Penederm, Inc.*                                    154,000     1,751,750 
                                                                  6,561,375 
Crude Petroleum & Natural Gas - 1.6%
   Mesa, Inc.*                                        600,000     2,250,000 

Educational Services - 3.4%
   Westcott Communications, Inc.*                     356,000     4,895,000 

Electronics & Electrical Equipment - 10.3%
   Electronic Components - 1.3%
   Planar Systems, Inc.*                               95,000     1,816,875 

   Lighting Equipment - 3.1%
   Coleman Company, Inc.*                             125,900     4,422,238 

   Telecommunication Equipment - 5.9%
   BroadBand Technologies, Inc.*                      225,000     3,656,250 
   General DataComm Industries, Inc.*                 285,000     4,880,625 
                                                                  8,536,875 
                                                                 14,775,988 

   The accompanying notes are an intergral part of the financial statements.
   
                                   4
<PAGE>

Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)


Fabricated Metal Products - 7.4%
   Keystone  International, Inc.                      214,100  $  4,282,000 
   Material Sciences Corp.*                           350,000     5,206,250 
   Medalist Industries*                               183,800     1,102,800 
                                                                 10,591,050 
Food - 1.6%
   J & J Snack Foods Corp.*                           130,000     1,430,000 
   Grist Mill Co.*                                    116,800       861,400 
                                                                  2,291,400 
Glass Products - 0.8%
   Libbey, Inc.                                        50,000     1,125,000 

Health Services - 9.3%
   Doctors Offices & Clinics - 1.3%
   Coastal Physician Group, Inc.*                     133,000     1,795,500 

   Home Health Care Services - 4.9%
   Health Management, Inc.*                           448,600     5,943,950 
   Quantum Health Resources, Inc.*                    106,000     1,040,125 
                                                                  6,984,075 
   Hospitals - 2.6%
   Rehabcare Group Inc.*                              195,000     3,753,750 
   Specialty Outpatient Services - 0.5%
   U.S. Physical Therapy, Inc.*                        65,000       747,500 
                                                                 13,280,825 
Industrial & Commercial Machinery - 3.6%
   Computer Peripheral Equipment - 1.0%
   PSC, Inc.*                                         149,000     1,378,250 
   Printing Trades Equipment - 2.6%
   Scitex Corp.                                       272,000     3,706,000 
                                                                  5,084,250 
Office & Business Equipment - 3.1%
   BT Office Products International, Inc.*            275,000  $  4,400,000 


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

                                   5

<PAGE>

                                   
Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)

Plastic Products - 2.7%
   Carlisle Plastics, Inc.*                           274,000     1,233,000 
   Sun Coast Industries, Inc.*                        390,000     2,632,500 
                                                                  3,865,500 
Primary Metal Industries - 1.3%
   American Superconductor Corp.*                     115,000     1,667,500 
   Gibraltar Steel Corp.*                              12,500       151,562 
                                                                  1,819,062 
Printing & Publishing - 1.2%
   Playboy Enterprises, Inc. - Class A*                93,000       813,750 
   Playboy Enterprises, Inc. -  Class B*              107,000       896,125 
                                                                  1,709,875 
Restaurants - 1.9%
   Quantum Restaurant Group, Inc.*                    249,000     2,801,250 

Retail - 20.4%
   Retail - Home Furnishing Stores - 3.6%
   Pier 1 Imports, Inc.                               449,500     5,113,063 

   Retail - Shoe Stores - 2.3%
   Brown Group, Inc.                                  230,000     3,277,500 

   Retail - Specialty Stores - 12.2%
   Fabri-Centers of America - Class A                 414,400     5,490,800 
   Fabri-Centers of America - Class B                 375,400     4,035,550 
   Gander Mountain, Inc.*                             202,000     1,338,250 
   Hancock Fabrics, Inc.                              427,500     3,847,500 
   Michaels Stores, Inc.*                             195,000     2,681,250 
                                                                 17,393,350 
   Retail - Variety Stores - 2.3%
   Family Dollar Stores, Inc.                         250,000     3,437,500 
                                                                 29,221,413 
Shoes - 3.0%
   Wolverine World Wide, Inc.                         134,550     4,238,325 

Technical Instruments & Supplies - 1.9%
   Allied Healthcare Products, Inc.                    46,000  $    736,000 
   SpaceLabs Medical, Inc.*                            68,800     1,978,000 
                                                                  2,714,000 

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

                                   6
<PAGE>                                   
                                   
Investment Portfolio - December 31, 1995


                                                    Principal     Value
                                                  Amount/Shares  (Note 2)

Television & Radio Broadcasting Stations - 0.5%
   Childrens Broadcasting Corp.*                      115,000       718,750 

Textiles - 1.4%
   Fieldcrest Cannon, Inc.*                           125,000     2,078,125 

TOTAL COMMON STOCK
   (Identified Cost $139,279,661)                               137,127,063 

SHORT-TERM INVESTMENTS - 4.5%
   Dreyfus U.S. Treasury Money Market Reserves        938,995       938,995 
   U.S. Treasury Bill, 2/8/96                      $5,525,000     5,494,732 
TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $6,433,727)                                   6,433,727 

TOTAL INVESTMENTS - 100.4%
   (Identified Cost $145,713,388)                               143,560,790 

LIABILITIES, LESS OTHER ASSETS - (0.4%)                            (557,748)

NET ASSETS - 100%                                              $143,003,042 
</TABLE>

*Non - income producing security


<TABLE>

<CAPTION>

Federal Tax Information:
At December 31, 1995, the net unrealized depreciation based on identified cost
for federal income tax purposes of $145,713,388 was as follows:


<S>                                              <C>

Aggregate gross unrealized appreciation for all
investments in which there was an excess of
value over tax cost                              $ 16,667,862 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of
tax cost over value                               (18,820,460)

Unrealized depreciation  -  net                  $ (2,152,598)
</TABLE>



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

                                   7
<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                             <C>

ASSETS:
Investments, at value (Identified cost, $145,713,388) (Note 2)  $143,560,790 
Cash                                                                 100,710 
Receivable for securities sold                                     1,323,407 
Dividends receivable                                                 124,629 
Receivable for fund shares sold                                       24,130 
Prepaid expense                                                        7,334 
TOTAL ASSETS                                                     145,141,000 

LIABILITIES:
Accrued management fees (Note 3)                                     120,883 
Accrued Directors' fees (Note 3)                                       1,812 
Payable for securities purchased                                   1,960,347 
Audit fee payable                                                     22,315 
Payable for fund shares redeemed                                      14,303 
Other payables and accrued expenses                                   18,298 
TOTAL LIABILITIES                                                  2,137,958 

NET ASSETS FOR 11,966,048 SHARES
   OUTSTANDING                                                  $143,003,042 

NET ASSETS CONSIST OF:
Capital stock                                                   $    119,660 
Additional paid - in - capital                                   142,402,725 
Accumulated net realized gain on investments                       2,633,255 
Net unrealized depreciation on investments                        (2,152,598)
TOTAL NET ASSETS                                                $143,003,042 

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($143,003,042/11,966,048 shares)                             $      11.95 

</TABLE>



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

                                   8
<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                        <C>

INVESTMENT INCOME:
Dividends                                                  $    692,143 
Interest                                                        657,354 
Total Investment Income                                       1,349,497 

EXPENSES:
Management fees (Note 3)                                      1,296,858 
Directors fees (Note 3)                                           6,875 
Custodian fees                                                   31,450 
Audit fee                                                        26,412 
Registration and  filing fees                                    16,956 
Miscellaneous                                                    11,471 
Total Expenses                                                1,390,022 

NET INVESTMENT LOSS                                             (40,525)

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized gain on investments  (identified cost basis)    31,290,477 
Net change in unrealized depreciation
   on investments                                           (15,430,101)
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:                                           15,860,376 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                         $ 15,819,851 
</TABLE>



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

                                   9
<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets



                                                           For The        For The
                                                         Year Ended     Year Ended
                                                          12/31/95       12/31/94
<S>                                                     <C>            <C>

INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:
Net investment loss                                     $    (40,525)  $   (538,884)
Net realized gain on investments                          31,290,477      4,818,711 
Net change in unrealized appreciation
   (depreciation) on investments                         (15,430,101)     2,413,995 
Net increase in net assets from operations                15,819,851      6,693,822 

DISTRIBUTIONS TO SHAREHOLDERS:
From net realized gains                                  (28,009,998)    (4,498,900)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
transactions (Note 5)                                     49,670,946     32,593,278 

Net increase in net assets                                37,480,799     34,788,200 

NET ASSETS:
Beginning of period                                      105,522,243     70,734,043 

End of period (including undistributed net investment
   income of $0 and $0, respectively)                   $143,003,042   $105,522,243 
</TABLE>



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

                                  10
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights


                                                         For the Years Ended                       For the Periods
                                                                                             4/30/92(1) to      1/1/89 to
                                             12/31/95         12/31/94          12/31/93       12/31/92         7/24/89(2)
<S>                                         <C>         <C>                    <C>         <C>                <C>

Per share data (for a share outstanding
throughout each period)*

Net asset value -
   Beginning of period                      $   12.92   $              12.52   $   11.24   $        10.00(3)  $        8.96 

Income from investment operations:
   Net investment income (loss)                (0.004)                (0.066)     (0.040)            (0.020)         (0.390)
   Net realized and unrealized gain (loss)
    on investments                              1.934                  1.051       1.700              1.630               - 
Total from investment operations                1.930                  0.985       1.660              1.610          (0.390)

Less distributions declared to
shareholders:
   From net realized gains                     (2.900)                (0.585)     (0.380)            (0.290)              - 
   In excess of net  realized gains                 -                      -           -          (0.080)(4)              - 
   Redemption of initial
     capitalization*                                -                      -           -                  -          (8.570)
Total distributions declared to
   shareholders                                (2.900)                (0.585)     (0.380)            (0.370)         (8.570)

Net asset value -End of period              $   11.95   $              12.92   $   12.52   $          11.24               - 

Total Return:(5)                                14.70%                  8.01%      14.64%             16.20%            -(6)

Ratios (to average net assets)/
   Supplemental data:
   Expenses(7)                                   1.07%                  1.10%       1.13%           1.27%(8)    14.59%(8)(6)
   Net investment income (loss)                (0.03)%                (0.58)%     (0.43)%         (0.26)%(8)   (8.02)%(8)(6)

Portfolio turnover                                 77%                    31%         12%                24%              0%

Average Commission Rate Paid                $  0.0500                      -           -                  -               - 

Net Assets - End of period
   (000's  omitted)                         $ 143,003   $            105,522   $  70,734   $         33,079               - 
</TABLE>




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

                                  11

<PAGE>

Financial Highlights - Footnotes

*Prior to July 8, 1993, the investment practice of the Fund resulted in the
active operation of the investment portfolio for discrete periods.  On April
30, 1992, the Fund resumed sales of shares to advisory clients and employees
of Manning & Napier Advisors, Inc. (the "Advisor") and its affiliates.  On
July 8, 1993, the Fund began offering shares directly to investors. 
Previously, the Fund was in active operation from November 11, 1986 to May 14,
1987 and from December 1, 1987 to April 13, 1988.

During the periods of January 6, 1986 to November 10, 1986, May 15, 1987 to
November 30, 1987 and April 14, 1988 to July 24, 1989 the only shareholders of
the Fund were the shareholders who provided the initial capitalization for the
Fund (the "Initial Shareholders").  During periods when the only shareholders
of the Fund were the Initial Shareholders, assets of the Fund were invested in
U.S. Treasury securities.  On July 11 and 24, 1989 the shares held by the
Initial Shareholders were redeemed in full and the Fund remained dormant until
April 30, 1992.


Per share data for periods before May 18, 1988 were restated to reflect the 10
for 1 stock dividend effected on May 18, 1988.

1Recommencement of operations.

2Date of complete redemption.

3Initial offering price upon recommencement of operations on April 30, 1992.

4Distributions differ from net investment income and net realized capital
gains because of book/tax timing differences, primarily the requirements of
the excise tax regulations enacted as part of the 1986 Tax Reform Act.  The
regulations required the Fund to measure capital gains through October 31,
1992.  The excise tax regulations also required the Fund to distribute those
gains before December 31, 1992 to avoid payment of excise tax.

5Total return represents aggregate total return for the period indicated.

6During the period January 1, 1989 to July 24, 1989, the only shareholders and
resulting assets were those of the Initial Shareholders, as described in the
note with the asterisk, who redeemed their shares on July 11 and 24, 1989;
therefore, the ratios and total return presented may not be representative of
an actively operating fund.

7Absent waivers of investment advisory fees, the ratio of expenses to average
daily net assets is as follows:  15.57% (for the period 1/1/89 to 7/24/89);
2.27% (for the year ended 12/31/87); and 9.34% (for the period 1/6/86 -
commencement of operations to 12/31/86).

8Annualized.
                                  12


<PAGE>

Notes to Financial Statements

1. ORGANIZATION

   Small Cap 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.
   
   On April 30, 1992, the Fund resumed sales of shares to advisory clients
   and employees of Manning & Napier Advisors, Inc. (the "Advisor") and its
   affiliates.  On July 8, 1993, the Fund began offering shares directly to
   investors.  Previously, the Fund was in active operation from November 11,
   1986 to May 14, 1987 and from December 1, 1987 to April 13, 1988.
  
   During the periods of January 6, 1986 to November 10, 1988, May 15, 1987
   to November 30, 1987, and April 14, 1988 to July 24, 1989, the only
   shareholders of the Fund were the shareholders who provided the initial
   capitalization  for  the  Fund (the "Initial Shareholders").  During periods
   when the only shareholders of the Fund were the Initial Shareholders, assets
   of  the  Fund were invested in U.S. Treasury securities.  On July 11 and 24,
   1989,  the shares held by the Initial Shareholders were redeemed in full and
   the Fund remained dormant until April 30, 1992.
   
   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
   December 31, 1995, 710 million shares have been designated in total among 18
   series, of which 20 million have been designated as Small Cap Series Class A
   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.
   
                                  13
<PAGE>

Notes to Financial Statements
                                     
2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   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.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of net investment income are made annually.
   Distributions  are recorded on the ex-dividend date.  Distributions of net
   realized  gains are distributed annually.  An additional distribution may be
   necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses, 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.
   
   The Fund hereby designates $23,663,611 as dividends from capital gains
   for the year ended December 31, 1995.

                                  14
<PAGE>

Notes to Financial Statements                                  

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 $1,296,858 for the year ended
   December 31, 1995.
   
   Under the Fund's Investment Advisory Agreement (the "Agreement"),
   personnel  of the Advisor provide the Fund with advice and assistance in the
   choice of investments and the execution of securities transactions, and
   otherwise  maintain  the Fund's organization.  The Advisor also provides the
   Fund  with  necessary  office space and portfolio accounting and bookkeeping
   services.  The salaries of all officers of the Fund and of all Directors who
   are "affiliated persons" of the Fund or of the Advisor, and all personnel of
   the Fund or of the Advisor performing services relating to research,
   statistical and investment activities are paid by the Advisor.
   
   The Advisor has agreed that, in any fiscal year, if the expenses of the
   Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
   commissions, and extraordinary expenses) exceed the limits set by applicable
   regulation  of state securities commissions, the Advisor will reduce its fee
   by the amount of such excess.
   
   The Advisor also acts as the transfer, dividend paying and shareholder
   servicing  agent for the Fund.  These services are provided at no additional
   cost to the Fund.
   
   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 $6,875 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $107,067,286  and $89,354,571, respectively, for the year ended December 31,
   1995.

                                  15
<PAGE>

Notes to Financial Statements
                                  
5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

     Transactions in shares of  Small Cap Series Class A Common Stock were:


                    For the Year                   For the Year
                   Ended 12/31/95                 Ended 12/31/94
                Shares          Amount         Shares          Amount
            ---------------  ------------  ---------------  ------------
<S>         <C>              <C>           <C>              <C>
Sold             1,840,553   $26,713,110        2,378,055   $30,792,044 
Reinvested       2,289,934    27,662,435          517,322     6,538,155 
Redeemed          (331,604)   (4,704,599)        (380,074)   (4,736,921)
Total            3,798,883   $49,670,946        2,515,303   $32,593,278 
</TABLE>



6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options,  forward  foreign currency exchange contracts, and futures
   contracts and may involve, to a varying degree, elements of risk in excess 
   of the amounts recognized for financial statement purposes.  No such 
   investments were held by the Fund on December 31, 1995.

                                  16

<PAGE>

Report of Independent Accountants

To the Shareholders and Directors of
Manning & Napier Fund, Inc.-Small Cap Series:

We have audited the accompanying statement of assets and liabilities of
Manning & Napier Fund, Inc.- Small Cap Series, including the schedule of
portfolio  investments,  as of December 31, 1995, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each  of  the  two years in the period then ended and the financial highlights
for  each  of  the periods indicated in the financial highlights table herein.
These  financial statements and financial highlights are the responsibility of
the  Funds  management.  Our  responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned as of December 31, 1995 by correspondence with the custodian and
brokers.  An  audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning & Napier Fund, Inc.-Small Cap Series as of December 31, 1995, the
results of its operations for the year then ended, the changes in its net
assets  for  each  of the two years in the period then ended and the financial
highlights for each of the periods indicated in the financial highlights table
herein in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
January 26, 1996

                                  17
<PAGE>

<PAGE>


                           Manning & Napier Fund, Inc.

                             International Series

                                Annual Report
                              December 31, 1995





<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:

Foreign  markets  paled  in  comparison with U.S. stocks in 1995, but with the
extraordinary run-up in domestic stocks, the wisdom of looking abroad for
values is more compelling than ever.

As  of  December  31,  1995, the International Series was invested in Germany,
France,  Italy, Spain, the United Kingdom, Mexico and Hong Kong at approximate
weightings of: 27%, 25%, 12%, 9%, 2%, 2% and 2% respectively.

In Europe, financial markets are being affected by the plans for monetary
union  in  1998.   Monetary and fiscal policies have been kept unusually tight
in  Europe  in  the approach to monetary union.  Fiscal constraints associated
with monetary union will force action on an easing in the monetary
environment,  which  should  help  maintain economic growth.  Because monetary
policies will be aggregated after union, structural reform of economies become
more urgent in the interim.  Reform of labor markets, welfare systems,
investment and educational incentives are all likely to occur in the near
future.    All these factors should bode well for European markets in the year
ahead.  To some extent, weve seen the pain that should lead to gain.

In  addition  to  these broad influences in the European economies, there have
been specific changes in the economies of countries in which we invest. 
Germany has recently resumed its short term interest rate cuts, and nearly all
European  countries  have followed their lead.  France has enacted a reform of
the welfare system that will reduce the governments deficit and allow interest
rates to fall.  Spains Socialist administration has enacted labor reforms that
will increase the flexibility of businesses and should increase prosperity for
the country as a whole, and we expect that the right wing party that is likely
to win the March 1996 election will take those reforms further.

In  Mexico,  a  surprise devaluation in late 1994 led to a massive sell-off of
Mexican  assets  and the peso, leading Mexican stocks to fall by more than 70%
in  US  dollar  terms.  While this caused the values of many Mexican stocks to
decline  sharply, there were some companies that did not share exposure to the
weaker  peso, either because they did not have dollar-denominated liabilities,
or because they had significant dollar-denominated revenues.  We took
advantage  of  the  overall  panic in the Mexican market to purchase stocks of
several  of these companies.  Strong market positions for these companies have
been  improved as their financial situations remained intact while competitors
had  to retrench in the face of financial difficulties.  We believe that these
companies will remain well-positioned to benefit as the Mexican economy
recovers in 1996.

Because emerging markets can change rapidly, and because there is less
disclosure than in more mature markets, investors were shaken by the
devaluation  in  the  Mexican  peso.  This, together with the fear that global
growth  was  slowing  dramatically, caused investors to shy away from emerging
markets in 1995.  Anytime a sector of the market is shunned, opportunities can
arise  to  buy  stocks  at bargain prices.  In Hong Kong, with strong economic
growth  being experienced in the Pacific Rim and in China in particular, there
were  a handful of companies with strong product lines in good businesses that
hit  attractive  valuations  due  to the disfavor for emerging markets, and we
took  advantage  of  the  opportunity to add them to the portfolio.  We expect
strong growth in the Pacific Rim to continue into 1996 and believe those
companies will  benefit from that growth.

As we look to 1996, we believe the combination of easing monetary policies and
government  reforms  in  many  countries will provide a positive framework for
international investing.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

Manning & Napier Advisors, Inc.


                                   1
<PAGE>

Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
International  Series  from  its  inception (8/27/92) to present (12/31/95) as
compared  to the Standard & Poor's (S&P 500) Total Return Index and the Morgan
Stanley Capital International World Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
International Series


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    10,414          4.14%     4.14%
Inception2  $    11,898         18.98%     5.33%
</TABLE>



<TABLE>

<CAPTION>

S&P 500 Total Return Index


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    13,759         37.59%    37.59%
Inception2  $    16,334         63.34%    15.78%
</TABLE>



<TABLE>

<CAPTION>

Morgan Stanley
Capital International World Index


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    12,072         20.72%    20.72%
Inception2  $    15,351         53.51%    13.66%
</TABLE>



1The Standard & Poor (S&P) 500 Total Return Index is an unmanaged
capitalization-weighted measure of 500 widely held common stocks listed on the
New York Stock Exchange, American Stock Exchange, and Over-The-Counter market.
 The Morgan Stanley Capital International World Index is a market
capitalization-weighted  measure of the total return of 1,579 companies listed
on  the  stock  exchanges of the United States, Europe, Canada, Australia, New
Zealand and the Far East.  The Morgan Stanley Capital International World
Index is denominated in U.S. Dollars.  The Indices' returns assume
reinvestment of dividends and, unlike Fund returns, do not reflect any fees or
expenses.

2The Fund and Indices performance numbers are calculated from August 27, 1992,
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>           
                    
                                                     Morgan Stanley
               Manning & Napier    S&P 500 Total  Capital International
             International Series   Return Index     World Index
               
<S>          <C>                   <C>            <C>
27-Aug-92*               10,000           10,000            10,000
               
31-Dec-92                10,598           10,643             9,880
               
31-Dec-93                13,359           11,717            12,103
               
31-Dec-94                11,425           11,872            12,717
               
31-Dec-95                11,898           16,334            15,351
               
               
</TABLE>            
               
* Inception date              



                                   2
<PAGE>
<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995


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

COMMON STOCK - 77.40%

UNITED KINGDOM - 1.79%
Merchandising - 1.79%
   Tesco plc                                          500,000  $  2,301,750 

TOTAL UNITED KINGDOM SECURITIES
   (Identified Cost $2,210,890)                                   2,301,750 

FRANCE - 25.12%
Aerospace & Military Technology - 0.24%
   Thomson CSF                                         14,132       314,128 

Automobiles - 0.77%
   PSA Peugeot Citroen                                  7,545       993,048 

Banking - 2.43%
   Cie Financiere de Paribas                           13,411       733,641 
   Compagnie de Suez SA                                18,822       774,632 
   Credit Foncier de France                             5,232        75,471 
   Societe Generale Paris                              12,476     1,537,833 
                                                                  3,121,577 
Beverage & Tobacco - 1.91%
   LVMH (Louis Vuitton Moet-Hennessy)                  11,764     2,444,745 

Building Material & Components - 0.65%
   Lafarge                                             12,949       832,365 

Business & Public Services - 1.29%
   Compagnie Generale des Eaux                         16,665     1,659,983 

Chemicals - 1.67%
   L'Air Liquide                                       12,960     2,141,432 

Construction & Housing - 0.28%
   Bouygues                                             3,502       351,970 

Electrical & Electronics - 1.41%
   Alcatel Alsthom                                     21,010     1,807,269 

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

                                   3
                                   
<PAGE>
                                   
Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)

Energy Sources - 3.44%
   Elf Aquitaine                                       37,335  $  2,744,487 
   Total SA-B                                          24,733     1,665,431 
                                                                  4,409,918 
Financial Services - 0.51%
   Compagnie Bancaire SA                                3,758       419,581 
   Societe Eurafrance SA                                  708       237,289 
                                                                    656,870 
Food & Household Products - 1.31%
   Groupe Danone                                       10,181     1,676,024 

Health & Personal Care - 2.47%
   L'Oreal                                              9,103     2,431,452 
   Sanofi SA                                           11,491       734,899 
                                                                  3,166,351 
Industrial Components - 0.46%
   Michelin - B                                        14,874       591,846 

Leisure & Tourism - 0.47%
   Accor SA                                             4,684       605,041 

Machinery & Engineering - 0.36%
   Schneider SA                                        13,384       456,478 

Materials & Commodities - 1.31%
   Compagnie de Saint-Gobain                           15,232     1,682,034 

Merchandising - 2.14%
   Carrefour Supermarche                                4,032     2,440,628 
   Casino Guichard-Perrachon                           10,600       306,887 
                                                                  2,747,515 
Multi-Industry - 2.00%
   AXA                                                 23,642     1,589,559 
   Chargeurs                                            1,235       245,330 
   Lyonnaise des Eaux-Dumez                             7,655       735,369 
                                                                  2,570,258 
TOTAL FRENCH SECURITIES
   (Identified Cost $27,771,404)                                 32,228,852 

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

                                   4
<PAGE>
                                   
Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)

GERMANY - 26.68%
Airlines - 0.26%
   Deutsche Lufthansa AG                                2,370  $    327,266 

Automobiles - 4.81%
   Daimler Benz AG                                      5,954     2,998,744 
   Volkswagen AG                                        9,484     3,173,428 
                                                                  6,172,172 
Banking - 3.23%
   Bayerische Vereinsbank AG                           49,730     1,487,575 
   Dresdner Bank AG                                    99,090     2,650,441 
                                                                  4,138,016 
Chemicals - 1.73%
   Bayer AG                                             8,375     2,218,573 

Construction & Housing - 0.75%
   Hochtief AG                                          2,277       970,992 

Electrical & Electronics - 3.60%
   Siemens AG                                           8,423     4,617,268 

Insurance - 3.52%
   Allianz AG Holding                                   2,307     4,519,312 

Machinery & Engineering - 2.04%
   Mannesmann AG                                        5,725     1,818,060 
   M.A.N. AG                                            2,902       801,456 
                                                                  2,619,516 
Materials & Commodities - 0.47%
   Degussa AG                                           1,790       601,440 

Multi-Industry - 1.66%
   Viag AG                                              5,178     2,128,833 

Utilities - Gas & Electric - 4.61%
   RWE AG                                               7,581     2,750,254 
   VEBA AG                                             74,150     3,167,171 
                                                                  5,917,425 
TOTAL GERMAN SECURITIES
   (Identified Cost $26,619,764)                                 34,230,813 

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

                                   5
<PAGE>
                                   
Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)

HONG KONG - 1.94%
Energy Sources - Oil/Gas - 0.50%
   Zhenhai Refining and Chemical Co. Ltd.           3,402,000  $    637,952 

Telecommunication - 0.35%
   Champion Technology Holdings                     4,300,738       450,520 

Textiles & Apparel - 1.09%
   Yizheng Chemical Fibre Co. Ltd.                  6,224,000     1,400,570 

TOTAL HONG KONG SECURITIES
   (Identified Cost $3,647,794)                                   2,489,042 

ITALY - 11.39%
Automobiles - 1.14%
   Fiat S.p.A.                                        450,000     1,465,182 

Building Material & Components - 0.39%
   Italcementi S.p.A.                                  83,600       501,140 

Construction & Housing - 0.39%
   Sirti S.p.A.                                        86,500       486,867 

Energy Sources - Oil/Gas - 0.35%
   Edison S.p.A.                                      104,000       448,868 

Financial Services - 1.42%
   Banca Commerciale Italiana                         242,000       517,660 
   Banco Ambrosiano Veneto S.p.A.                      80,700       220,236 
   Credito Italiano S.p.A.                            288,000       336,197 
   Istituto Bancario San Paolo di Torina S.p.A.       126,800       752,102 
                                                                  1,826,195 
Food & Household Products - 0.16%
   Parmalat Finanziaria S.p.A.                        233,400       202,945 

Insurance - 3.04%
   Assicurazioni Generali S.p.A.                      123,640     2,999,747 
   R.A.S. S.p.A.                                       43,250       492,462 
   S.A.I.                                              40,400       414,124 
                                                                  3,906,333    

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

                                   6
<PAGE>
                                   
Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)
                                                      
Multi-Industry - 0.92%
   Montedison S.p.A.*                               1,211,000  $    813,046 
   Pirelli S.p.A.*                                    288,000       372,542 
                                                                  1,185,588 
Retail - Specialty Stores - 0.21%
   La Rinascente S.p.A.                                45,000       272,876 

Telecommunication - 2.74%
   Telecom Italia S.p.A.                            1,060,000     1,652,084 
   Telecom Italia Mobile S.p.A.*                    1,060,000     1,869,464 
                                                                  3,521,548 
Textiles & Apparel - 0.27%
   Benetton Group S.p.A.                               28,800       343,284 

Utilities - Gas & Electric - 0.36%
   Italgas S.p.A.                                     150,000       457,160 

TOTAL ITALIAN SECURITIES
   (Identified Cost  $16,384,697)                                14,617,986 

MEXICO - 2.02%
Beverage & Tobacco - 0.60%
   Coca-Cola Femsa S.A.-Series L                      400,000       769,790 

Food-Processing - 0.51%
   Grupo Industrial Maseca SA-Series B              1,075,000       657,876 

Real Estate - 0.37%
   Grupo Situr S.A.-Series B*                       1,575,000       475,780 

Retail - Department Store - 0.54%
   Cifra S.A.-Series B                                650,000       685,545 

TOTAL MEXICAN SECURITIES
   (Identified Cost $2,843,934)                                   2,588,991 

SPAIN - 8.46%
Beverage & Tobacco - 0.13%
   Tabacalera S.A.-A                                    4,266       161,345 

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

                                   7
<PAGE>                                   

Investment Portfolio - December 31, 1995


                                                                   Value
                                                     Shares      (Note 2)

Construction & Housing - 0.26%
   Dragados & Construcciones S.A.                      11,988  $    157,212 
   Fomento de Construcciones y Contratas S.A.           2,277       174,110 
                                                                    331,322 
Energy Sources - Oil/Gas - 0.98%
   Repsol S.A.                                         38,365     1,253,862 

Financial Services - 2.32%
   Banco Bilbao Vizcaya                                28,290     1,016,464 
   Banco Central Hispanoamericano S.A.                 18,888       382,031 
   Banco Santander S.A.                                18,728       937,748 
   Corp. Bancaria de Espana S.A. (Argentaria)          15,512       637,698 
                                                                  2,973,941 
Insurance - 0.12%
   Corporacion Mapfre                                   2,823       157,601 

Metals - Steel - 0.18%
   Acerinox S.A.                                        2,343       236,371 

Multi-Industry - 0.25%
   Autopistas Concesionaria Espanola S.A.              28,443       322,725 

Real Estate - 0.03%
   Inmobiliaria Metropolitana Vasco Central S.A.        1,128        37,098 

Telecommunication - 1.18%
   Telefonica de Espana                               110,009     1,519,550 

Utilities - Gas & Electric - 3.01%
   Empresa Nacional de Electridad (ENDESA)             29,210     1,649,931 
   Gas Natural SDG-E                                    4,993       775,891 
   Iberdrola S.A.                                     122,474     1,117,749 
   Union Electrica Fenosa S.A.                         52,126       312,863 
                                                                  3,856,434 
TOTAL SPANISH SECURITIES
   (Identified Cost $9,484,497)                                  10,850,249 

TOTAL COMMON STOCK
   (Identified Cost $88,962,980)                                 99,307,683 

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

                                   8
<PAGE>                                   

Investment Portfolio - December 31, 1995


                                                    Principal     Value
                                                  Amount/Shares  (Note 2)

SHORT-TERM INVESTMENTS - 19.67%
   U.S. Treasury Bill, 1/11/96                     15,000,000  $ 14,978,125 
   U.S. Treasury Bill, 2/8/96                       7,500,000     7,463,847 
   Dreyfus U.S. Treasury Money Market               2,790,178     2,790,178 
 TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $25,232,150)                                 25,232,150 

TOTAL INVESTMENTS - 97.07%
   (Identified Cost $114,195,130)                               124,539,833 

OTHER ASSETS, LESS LIABILITIES - 2.93%                            3,754,024 

NET ASSETS - 100%                                              $128,293,857 
</TABLE>


*Non-income producing securities.

<TABLE>

<CAPTION>

Federal Tax Information:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $114,199,747 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $16,282,015 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (5,941,912)

Unrealized appreciation-net                                  $10,340,103 
</TABLE>



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


                                   9
<PAGE>
<TABLE>

<CAPTION>

Industry Concentration - December 31, 1995


                                                     Percent
                                                     of Net Assets
<S>                                                  <C>             

INDUSTRY CONCENTRATION (as a percent of net assets)
Aerospace & Military Technology                               0.24%
Airlines                                                      0.26%
Automobiles                                                   6.72%
Banking                                                       5.66%
Beverage & Tobacco                                            2.64%
Building Material & Components                                1.04%
Business & Public Services                                    1.29%
Chemical                                                      3.40%
Construction & Housing                                        1.68%
Electrical & Electronics                                      5.01%
Energy Sources                                                5.27%
Financial Services                                            4.25%
Food & Household Products                                     1.47%
Food Processing                                               0.51%
Health & Personal Care                                        2.47%
Industrial Components                                         0.46%
Insurance                                                     6.68%
Leisure & Tourism                                             0.47%
Machinery & Engineering                                       2.40%
Materials & Commodities                                       1.78%
Merchandising                                                 3.93%
Metals - Steel                                                0.18%
Multi-Industry                                                4.83%
Real Estate                                                   0.40%
Retail - Department Store                                     0.54%
Retail - Specialty Stores                                     0.21%
Telecommunication                                             4.27%
Textiles & Apparel                                            1.36%
Utilities - Gas & Electric                                    7.98%
TOTAL COMMON STOCK                                           77.40%
</TABLE>



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

                                  10

<PAGE>
<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                               <C>

ASSETS:
Investments, at value (Identified cost, $114,195,130) (Note 2)    $124,539,833 
Foreign currency, at value (cost $3,864,163)                         3,844,574 
Cash                                                                     8,813 
Receivable for forward foreign currency exchange
   contracts sold (Note 2)                                          64,616,200 
Foreign tax reclaims receivable                                        367,749 
Receivable for fund shares sold                                         41,710 
Dividends receivable                                                    10,147 
Prepaid expense                                                          6,037 
TOTAL ASSETS                                                       193,435,063 

LIABILITIES:
Accrued management fees (Note 3)                                       105,446 
Accrued Directors' fees (Note 3)                                         1,813 
Payable for forward foreign currency contracts sold,
   at value (Note 2)                                                64,974,404 
Audit fees payable                                                      32,476 
Payable for fund shares redeemed                                        12,039 
Other payables and accrued expenses                                     15,028 
TOTAL LIABILITIES                                                   65,141,206 

NET ASSETS FOR 13,406,285 SHARES OUTSTANDING                      $128,293,857 

NET ASSETS CONSIST OF:
Capital stock                                                     $    134,062 
Additional paid-in-capital                                         122,178,408 
Accumulated net realized loss on investments                        (3,991,376)
Net unrealized appreciation on investments,  foreign currency,
   forward currency contracts, and other assets and liabilities      9,972,763 
TOTAL NET ASSETS                                                  $128,293,857 

NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($128,293,857/13,406,285 shares)                            $       9.57 
</TABLE>



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

                                  11

<PAGE>
<TABLE>

<CAPTION>

Statement of Operations
For the Year Ended December 31, 1995


<S>                                                            <C>

INVESTMENT INCOME:
Dividends (net of withholding tax)                             $ 2,306,233 
Interest                                                           536,725 
Total Investment Income                                          2,842,958 

EXPENSES:
Management fees (Note 3)                                         1,084,583 
Directors' fees (Note 3)                                             7,292 
Custodian fees                                                     140,184 
Audit fees                                                          32,800 
Taxes                                                               18,566 
Miscellaneous                                                       15,292 
Total Expenses                                                   1,298,717 

NET INVESTMENT INCOME                                            1,544,241 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized gain (loss) -
   On investments (identified cost basis)                         (769,200)
   Foreign currency and forward foreign currency
     exchange contracts                                         (5,141,157)
Net realized loss on investments                                (5,910,357)

Net change in unrealized appreciation -
   On investments                                                8,439,526 
   Foreign currency and forward currency contracts and other
     assets and liabilities                                         (5,562)
Net unrealized appreciation on investments                       8,433,964 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                2,523,607 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                                  $ 4,067,848 
</TABLE>



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

                                  12

<PAGE>
<TABLE>

<CAPTION>

Statement of Changes in Net Assets


                                                           For the        For the
                                                         Year Ended     Year Ended
                                                          12/31/95       12/31/94
<S>                                                     <C>            <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                   $  1,544,241   $  1,196,416 
Net realized loss on investments                          (5,910,357)    (3,410,098)
Net change in unrealized appreciation (depreciation)
   on investments                                          8,433,964    (11,502,063)
Net increase (decrease) in net assets from operations      4,067,848    (13,715,745)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                (1,539,988)             - 
From paid-in-capital                                      (2,083,389)             - 
From net realized gain on investments                       (757,156)    (1,311,651)
Total distributions to shareholders                       (4,380,533)    (1,311,651)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
transactions (Note 5)                                     42,642,060      8,983,383 

Net increase (decrease) in net assets                     42,329,375     (6,044,013)

NET ASSETS:
Beginning of period                                       85,964,482     92,008,495 

End of period (including undistributed net investment
   income of $0 and $0, respectively)                   $128,293,857   $ 85,964,482 
</TABLE>



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

                                  13

<PAGE>
<TABLE>

<CAPTION>

Financial Highlights


                                                                                                      For the
                                                                                                   Period 8/27/92
                                                                 For The Year Ended                (commencement
                                                                                                   of operations)
                                                     12/31/95         12/31/94         12/31/93     to 12/31/92
<S>                                                 <C>         <C>                   <C>         <C>

Per share data (for a share outstanding
throughout the period):

Net asset value - Beginning of period               $    9.54   $             11.33   $    9.19   $         10.00 

Income from investment operations:
   Net investment income                                0.123                 0.143       0.150             0.030 
   Net realized and unrealized gain (loss)
    on investments                                      0.262                (1.784)      2.240             0.570 
Total from investment operations                        0.385                (1.641)      2.390             0.600 

Less distributions declared to shareholders:
   From net investment income                          (0.118)                    -      (0.250)           (0.030)
   From paid-in-capital                                (0.160)                    -           -                 - 
   From net realized gains on investments              (0.077)               (0.149)          -            (1.240)
   In excess of net realized gains                          -                     -           -         (0.140)(1)
Total distributions declared to
   shareholders                                        (0.355)               (0.149)     (0.250)           (1.410)

Net asset value - End of period                     $    9.57   $              9.54   $   11.33   $          9.19 

Total Return(2)                                          4.14%              (14.48)%      26.00%             6.01%

Ratios (to average net assets)/Supplemental Data:
   Expenses                                              1.20%                 1.18%       1.16%          1.33%(3)
   Net investment income                                 1.42%                 1.38%       1.39%          0.85%(3)

Portfolio turnover                                         14%                   31%         20%                0%

Average Commission Rate Paid                        $  0.0021                     -           -                 - 

Net Assets - End of period
   (000's omitted)                                  $ 128,294   $            85,964   $  92,012   $        72,163 
</TABLE>

1Distributions differ from net investment income and net realized capital
gains because of book/tax timing differences, primarily due to the
requirements of the Internal Revenue Code.

2Represents aggregate total return for the period indicated.

3Annualized.

The accompanying notes are an integral part of the financial statements

                                  14

<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   International Series (the "Fund") is a no-load non-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 clients and employees 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 December 31, 1995, 
   710 million  shares  have  been designated in total among 18 series, of 
   which 20 million have been designated as International Series Class G 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.
   
                                  15
<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 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 reclassifications among its capital accounts 
    without impacting the Fund's net asset value.
    
    The Fund hereby designates $757,156 as capital gains dividends for the
    year ended December 31, 1995.
    
    FOREIGN CURRENCY TRANSLATION
    The accounting records of the Fund are maintained in U.S. dollars. 
    Foreign currency amounts are translated into U.S. dollars on the following
    basis: a) investment securities, other assets and liabilities are converted
    to U.S. dollars based upon current exchange rates; and b)  purchases and
    sales of securities and income and expenses are converted into U.S. dollars
    based upon the currency exchange rates prevailing on the respective dates
    of such transactions.
    
    Gains and losses attributable to foreign currency exchange rates are
    recorded for financial statement purposes as net realized gains and losses 
    on investments.  The portion of both realized and unrealized gains and 
    losses on investments that result from fluctuations in foreign currency 
    exchange rates is not separately stated.
    
    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
    The Fund may purchase or sell forward foreign currency contracts in order
    to hedge a portfolio position or specific transaction.  Risks may arise if
    the counterparties to a contract are unable to meet the terms of the 
    contract or if the value of the foreign currency moves unfavorably.
   
                                  16
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)
                                  
   All forward foreign currency contracts are adjusted daily by the exchange
   rate of the underlying currency and, for financial statement purposes, any
   gain or loss is recorded as unrealized gain or loss until a contract has 
   been closed.  Realized and unrealized gain or loss arising from a 
   transaction is included in net realized and unrealized gain (loss) from 
   foreign currency and forward currency exchange contracts.
   
   The Fund regularly trades forward foreign currency exchange contracts
   with off-balance sheet risk in the normal course of its investing activities
   to assist in managing exposure to changes in foreign currency exchange 
   rates.
   
   The notional or contractual amount of these instruments represents the
   investment the Fund has in forward foreign currency exchange contracts and
   does not necessarily represent the amounts potentially at risk.  The
   measurement of the risks associated with forward foreign currency exchange
   contracts is meaningful only when all related and offsetting transactions 
   are considered.  A summary of obligations for forward currency exchange 
   contracts sold on December 31, 1995 is as follows:

<TABLE>

<CAPTION>
                                                        Net Unrealized
Settlement  Contracts       In Exchange    Contracts    Appreciation/
   Date     to Deliver          For        At Value     (Depreciation)
- ----------  --------------  ------------  -----------  ----------------
<C>         <S>             <C>           <C>          <C>


   1/24/96  Deutsche Marks  $ 33,694,595  $33,784,285  $       (89,690)
   1/24/96  French Francs   $ 30,921,584  $31,190,121  $      (268,537)
</TABLE>

   On December 31, 1995, the Fund had sufficient cash and/or securities to
   cover any commitments under these contracts.

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 $1,084,583 for the year ended
   December 31, 1995.
   
   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.
   
                                  17
<PAGE>

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)
                                 
   The Advisor has agreed that, in any fiscal year, if the expenses of
   the Fund (including the advisory fee but excluding interest, taxes, 
   brokerage commissions, and extraordinary expenses) exceed the limits set by
   applicable regulation of state securities commissions, the Advisor will 
   reduce its fee by the amount of such excess.
    
   The Advisor also acts as the transfer, dividend paying and shareholder
   servicing agent for the Fund.  These services are provided at no additional
   cost to the Fund.
    
   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 $7,292 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $27,792,639  and  $12,904,444, respectively, for the year ended December 31,
   1995.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

     Transactions in shares of International Series Class G Common Stock were:

                      For the Year                  For the Year
                     Ended 12/31/95                Ended 12/31/94
                Shares           Amount        Shares         Amount
            ---------------  --------------  ----------  ----------------        
<S>         <C>              <C>             <C>         <C>


Sold             4,223,049   $  41,054,909   1,057,221   $    10,650,679 
Reinvested         460,661       4,327,528     318,777         3,335,342 
Redeemed          (287,048)     (2,740,377)   (488,862)       (5,002,638)
Total            4,396,662   $  42,642,060     887,136   $     8,983,383 
</TABLE>


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

                                  18
                                  

<PAGE>

Report of Independent Accountants

To the Shareholders and Directors of
Manning & Napier Fund, Inc. - International Series:

We have audited the accompanying statement of assets and liabilities of
Manning  & Napier Fund, Inc. - International Series, including the schedule of
portfolio investments as of December 31, 1995, the related statement of
operations for the year then ended, the statement of changes in the net assets
for each of the two years in the period then ended and the financial
highlights for each of the periods indicated in the financial highlights table
herein.  These financial statements and financial highlights are the
responsibility  of the Fund's management.  Our responsibility is to express an
opinion  on  these  financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1995 by correspondence with the custodian and
brokers.   An audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier  Fund, Inc. - International Series as of December 31, 1995,
the  results of its operations for the year then ended, the changes in its net
assets  for  each  of the two years in the period then ended and the financial
highlights for each of the periods indicated in the financial highlights table
herein, in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
January 26, 1996

                                  19
<PAGE>
<PAGE>


                         Manning & Napier Fund, Inc.

                             Life Sciences Series

                                Annual Report
                        For the period January 1, 1995
                            to September 21, 1995
                        (Date of Complete Redemption)



<PAGE>

Performance Update as of  September 21, 1995

The  value  of  a $10,000 investment in the Manning & Napier Fund, Inc. - Life
Sciences  Series from its  inception (10/7/92) to date of complete redemption 
(9/21/95) as compared to the Standard & Poor's 500 Total  Return Index.1
<TABLE>

<CAPTION>

Manning & Napier Life Sciences Series


                                  Total Return
Through       Growth of $10,000                  Average
9/21/95           Investment       Cumulative     Annual
<S>           <C>                 <C>            <C>

Year to Date  $           14,107         41.07%    60.91%
Inception2    $           16,344         63.44%    18.06%
</TABLE>



<TABLE>

<CAPTION>

S&P 500  Total Return Index


                                  Total Return
Through       Growth of $10,000                  Average
9/21/95           Investment       Cumulative     Annual
<S>           <C>                 <C>            <C>

Year to Date  $           12,939         28.39%    42.79%
Inception2    $           15,659         56.59%    16.36%
</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 Over-The-Counter market.
 S&P 500 Total Return Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees or expenses.

2The  Fund  and Index performance numbers are calculated from October 7, 1992,
the  Fund's  inception  date.  The Fund's performance is historical and is not
indicative of future results.

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    
               Life Sciences       S & P 500 Total
               Series              Return Index
          
<S>            <C>                 <C>
07-Oct-92*          10,000              10,000
          
31-Dec-92           10,195              10,849
          
31-Dec-93           10,504              11,944
          
31-Dec-95           11,586              12,102
          
21-Sep-95**         16,344              15,659
          
          
          
</TABLE>       
          
* Inception date         
** Date of complete redemption          
          






                                   1
<PAGE>

Investment Portfolio - September 21, 1995



NOTE:  Fund liquidated on September 21, 1995, therefore, there are no 
investments held in the portolio.





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


                                   2
<PAGE>
<TABLE>

<CAPTION>

Statement of Assets and Liabilities

September 21, 1995 (Date of Complete Redemption)


<S>                                      <C>

ASSETS:
Cash                                     $102,988
TOTAL ASSETS                              102,988

LIABILITIES (Note 8):
Accrued management fees (Note 3)           78,901
Accrued Directors' fees (Note 3)            5,438
Audit fee payable                           9,000
Other payables and accrued expenses         9,649
TOTAL LIABILITIES                         102,988

NET ASSETS                               $    -0-

NET ASSSETS FOR -0- SHARES OUTSTANDING   $    -0-

NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($-0-/-0- shares)                  $    -0-
</TABLE>



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

                                   3

<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the period January 1, 1995 to September 21, 1995 (Date of Complete
Redemption)


<S>                                                   <C>

INVESTMENT INCOME:
Dividends                                             $   394,934 
Interest                                                  338,921 
Total Investment Income                                   733,855 

EXPENSES:
Management fees (Note 3)                                  451,038 
Directors' fees (Note 3)                                    5,022 
Audit fees                                                  9,000 
Custodian fees                                             10,311 
Miscellaneous                                               1,896 
Total Expenses                                            477,267 

NET INVESTMENT INCOME                                     256,588 

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss)
   Investments (identified cost basis)                 23,334,107 
   Foreign currency                                       (20,569)
Net realized gain on investments                       23,313,538 

Net change in unrealized appreciation of
   investments                                         (3,530,417)

NET REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS                                         19,783,121 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                         $20,039,709 
</TABLE>



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

                                   4


<PAGE>
<TABLE>

<CAPTION>

Statement of Changes in Net Assets



                                                          For the Period
                                                         1/1/95 to 9/21/95     For the
                                                         (date of complete    Year Ended
                                                            redemption)        12/31/94
<S>                                                     <C>                  <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                   $          256,588   $   125,225 
Net realized gain on investments                                23,313,538     9,060,905 
Net change in unrealized depreciation
   on investments                                               (3,530,417)     (985,393)
Net increase in net assets from operations                      20,039,709     8,200,737 

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                        (249,978)     (125,225)
In excess of net investment income                                       -        (6,610)
From net realized gain on investments                          (27,772,191)   (4,621,264)
Total distributions to shareholders                            (28,022,169)   (4,753,099)

CAPITAL STOCK ISSUED AND REDEEMED:
Net decrease in net assets from capital share
   transactions (Note 5)                                       (59,236,231)   (6,823,204)

Net decrease in net assets                                     (67,218,691)   (3,375,566)

NET ASSETS:

Beginning of period                                             67,218,691    70,594,257 

End of period (including undistributed net investment
   income of $0 and $(6,610), respectively)             $              -0-   $67,218,691 
</TABLE>



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

                                   5

<PAGE>
<TABLE>

<CAPTION>

Financial Highlights



                                                         For the                                        For the
                                                      Period 1/1/95                                  Period 10/7/92
                                                     to 9/21/95 (date     For the       For the      (commencement
                                                       of complete       Year Ended    Year Ended    of operations)
                                                       redemption)        12/31/94      12/31/93      to 12/31/92
                                                    ------------------  ------------  ------------  ----------------
<S>                                                 <C>                 <C>           <C>           <C>


Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period               $           10.43   $     10.18   $     10.12   $        10.001 

Income from investment operations:
   Net investment income                                        0.058         0.021         0.020             0.020 
   Net realized and unrealized gain on
     investments                                                4.026         1.022         0.300             0.180 
Total from investment operations                                4.084         1.043         0.320             0.200 

Less distributions declared to shareholders:
   From net investment income                                  (0.058)       (0.021)       (0.020)           (0.020)
   In excess of net investment income                               -        (0.001)       (0.010)                - 
   From net realized gain on investment                        (6.592)       (0.771)       (0.230)           (0.060)
   Redemption of Capitalization (Note 8)                       (7.864)            -             -                 - 
Total distributions declared to shareholders                  (14.514)       (0.793)       (0.260)           (0.080)

NET ASSET VALUE - END OF PERIOD                     $            0.00   $     10.43   $     10.18   $         10.12 

Total Return2                                                   41.07%        10.30%         3.16%             1.95%

Ratios (to average net assets)/Supplemental data:
   Expenses                                                    1.06%3          1.07%         1.14%           1.83%3 
   Net investment income                                       0.57%3          0.17%         0.20%           0.67%3 

Portfolio turnover                                                 28%           49%           45%                0%

Average Commission Rate                             $          0.0590             -             -                 - 

NET ASSETS - END OF PERIOD
   (000's omitted)                                                  -   $    67,219   $    70,594   $        13,210 
</TABLE>


1Initial offering price upon commencement of operations on October 7, 1992.

2Total return represents aggregate total return for the period indicated.

3Annualized


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

                                   6

<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   Life Sciences Series (the "Fund") is a no-load non-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 were offered to clients and employees 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 September 21, 1995,
   710 million  shares  have  been designated in total among 18 series, of 
   which 20 million have been designated as Life Sciences Series Class I 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.
   
                                   7
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)
                                   
   FEDERAL INCOME TAXES
   The Fund's policy is to comply with the provisions of the Internal
   Revenue Code applicable to regulated investment companies.  The Fund is not
   subject to federal income or excise tax to the extent the Fund distributes 
   to shareholders  each year its taxable income, including any net realized 
   gains on investments in accordance with requirements of the Internal Revenue
   Code. Accordingly, no provision for federal income taxes has been made in 
   the financial statements.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of net investment income are made annually.
   Distributions  are recorded on the ex-dividend date.  Distributions of net
   realized gains are distributed annually.  An additional distribution may be
   necessary to avoid taxation of the Fund.
  
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses, 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.
   
   The Fund hereby designates $16,340,147 as dividends from capital gains
   for the period January 1, 1995 to September 21, 1995 (date of complete
   redemption).
  
   FOREIGN CURRENCY TRANSLATION
   The accounting records of the Fund are maintained in U.S. dollars. 
   Foreign currency amounts are translated into U.S. dollars on the following
   basis:  a)  investment securities, other assets and liabilities are 
   converted to U.S. dollars based upon current exchange rates; b)  purchases 
   and sales of securities and income and expenses are converted into U.S. 
   dollars based upon the currency exchange rates prevailing on the respective 
   dates of such transactions.
   
                                   8
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)
   
   FOREIGN CURRENCY TRANSLATION (continued)                                
   
   Gains and losses attributable to foreign currency exchange rates are
   recorded for financial statement purposes as net realized gains and losses 
   on investments.  The portion of both realized and unrealized gains and 
   losses on investments that result from fluctuations in foreign currency 
   exchange rates is not separately stated.
   
   FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
   The Fund may purchase or sell forward foreign currency contracts in order
   to hedge a portfolio position or specific transaction.  Risks may arise if
   the counterparties to a contract are unable to meet the terms of the 
   contract or if the value of the foreign currency moves unfavorably.
   
   At September 21, 1995, the Fund had no open forward currency exchange
   contracts.
   
   OPTION CONTRACTS
   The Fund may write (sell) or buy call or put options on securities and
   other financial instruments.  When the Fund writes a call, the Fund gives 
   the purchaser the right to buy the underlying security from the Fund at the
   price specified in the option contract (the "exercise price") at any time 
   during the option period.  When the Fund writes a put option, the Fund gives
   the purchaser the right to sell to the Fund the underlying security at the
   exercise price at any time during the option period.  The Fund will only
   write options on a "covered basis."  This means that the Fund will own the
   underlying security when the Fund writes a call or the Fund will put aside
   cash, U.S. Government securities, or other liquid assets in the amount not
   less than the exercise price at all times the put option is outstanding.
  
   When the Fund writes a call or put option, an amount equal to the premium
   received is included in the Fund's "Statement of Assets and Liabilities" as
   an asset and an equivalent liability.  The amount of the liability is
   subsequently marked-to-market to reflect the current market value of the
   option.   The current market value of the option is the closing price or, in
   the absence of a closing price, the bid price.
   
   If a written option expires on its stipulated expiration date or if the
   Fund enters into  a closing transaction, a gain or loss is realized on the
   contract.  When a gain or loss is realized, the liability related to such
   option contract is extinguished.  If a written call option is exercised, a
   gain or loss is realized from the sale of the underlying security and the
   premium received from the option is added to proceeds from the sale of the
   underlying security thereby increasing the gain or decreasing the loss from
   the sale of the underlying security.  If a written put option is exercised,
   the cost of the underlying security purchased by the Fund will be decreased
   by the premium originally received.
   
                                  9
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)
   
   OPTION CONTRACTS (continued)
                                     
   The measurement of the risks associated with option contracts is
   meaningful only when all related and offsetting transactions are considered. 
   A summary of obligations for option contracts for the period January 1, 1995
   to September 21, 1995 (date of complete redemption) are as follows:
<TABLE>

<CAPTION>

                               SHARES     AMOUNT
                               -------  ----------
<S>                            <C>      <C>
Balance at December 31, 1994        0   $       0 
Options written during 1995    (1,260)   (298,762)
Options expired during 1995       380     112,856 
Options exercised during 1995     880     185,906 
Balance at September 21, 1995       0   $       0 
</TABLE>



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 $451,038 for the period
   January 1, 1995 to September 21, 1995 (date of complete redemption).
   
   Under the Fund's Investment Advisory Agreement (the "Agreement"),
   personnel of the Advisor provide the Fund with advice and assistance in the
   choice of investments and the execution of securities transactions, and
   otherwise maintain  the Fund's organization.  The Advisor also provides the
   Fund with necessary office space and portfolio accounting and bookkeeping
   services.  The salaries of all officers of the Fund and of all Directors who
   are "affiliated persons" of the Fund or of the Advisor, and all personnel of
   the Fund or of the Advisor performing services relating to research,
   statistical and investment activities are paid by the Advisor.
   
   The Advisor has agreed that, in any fiscal year, if the expenses of the
   Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
   commissions, and extraordinary expenses) exceed the limits set by applicable
   regulation of state securities commissions, the Advisor will reduce its fee
   by the amount of such excess.
  
   The Advisor also acts as the transfer, dividend paying and shareholder
   servicing agent of the Fund.  These services are provided at no additional
   cost to the Fund.
  
   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 $5,022 for the
   period January 1, 1995 to September 21, 1995 (date of complete redemption).

                                  10
<PAGE>

Notes to Financial Statements
                                  
4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $12,140,895 and $97,015,802, respectively, for the period January 1, 1995 to
   September 21, 1995 (date of complete redemption).
   
   On August 31, 1995 the Fund sold securities at the day's closing value of
   $10,477,200 to the Manning & Napier Fund, Inc. Small Cap Series.  The Fund
   completed the sale in accordance with rules established by the Securities 
   and Exchange Commission.

5.     CAPITAL STOCK TRANSACTIONS

<TABLE>
<CAPTION>

     Transactions in shares of Life Sciences Series Class I Common Stock were:

                      For the Period 1/1/95
                        to 9/21/95 (date                      For the Year
                    of complete redemption)                 Ended 12/31/94
                    Shares              Amount          Shares          Amount
            -----------------------  -------------  ---------------  -------------
<S>         <C>                      <C>            <C>              <C>
Sold                        23,917   $    279,564          686,035   $  7,075,446 
Reinvested               3,400,120     27,898,873          622,264      6,490,858 
Redeemed                (9,871,030)   (87,414,668)      (1,794,121)   (20,389,508)
Total                   (6,446,993)  $(59,236,231)        (485,822)  $ (6,823,204)
</TABLE>



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

7. LIFE SCIENCES SECURITIES
   The Fund may focus its investments in certain related life sciences
   industries; hence, the Fund may subject itself to a greater degree of risk
   than a fund that is more diversified.

                                  11
 <PAGE>
 
 Notes to Financial Statements                                  

8. FUND REDEMPTION
   The investment practice of the Fund results in the active operation of
   the investment portfolio for discrete periods.  The Fund has been in active
   operation from October 7, 1992 to September 21, 1995.  On September 21,1995,
   the Fund redeemed all shares held based on the Fund's net asset value on 
   that date.  Cash was left in the Fund to satisfy liabilities outstanding as
   of the date of complete redemption.  Shares of the Fund were held by persons
   who were investment advisory clients and employees of the Fund's Advisor.  
   The ratios presented in the financial highlights table may not be 
   representative of an actively traded fund.

                                  12

<PAGE>

Report of Independent Accountants

TO THE SHAREHOLDERS AND DIRECTORS OF
MANNING & NAPIER FUND, INC. - LIFE SCIENCES SERIES:

We have audited the accompanying statement of assets and liabilities of
Manning  &  Napier's  Fund,  Inc. -  Life Sciences Series, as of September 21,
1995  (date  of complete redemption),  and the related statement of operations
for the period January 1, 1995 to September 21, 1995 (date of complete
redemption),  the statement of changes in net assets for the period then ended
and for the year ended December 31, 1994, and the financial highlights for the
period January 1, 1995 to September 21, 1995 (date of complete redemption) and
for  each  of  the two years in the period ended December 31, 1994 and for the
period from October 7, 1992 (commencement of operations) to December 31, 1992.
 These financial statements and financial highlights are the responsibility of
the  Fund's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial statements.  Our procedures included confirmation of securities
owned as of September 21, 1995 (date of complete redemption) by correspondence
with the custodian and brokers.  An audit also includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier  Fund, Inc. - Life Sciences Series as of September 21, 1995
(date  of  complete  redemption), the results of its operations for the period
January 1, 1995 to September 21, 1995 (date of complete redemption), the
changes  in  its  net  assets for the period then ended and for the year ended
December 31, 1994, and the financial highlights for the period January 1, 1995
to  September  21,  1995 (date of complete redemption) and for each of the two
years in the period ended December 31, 1994 and for the period October 7, 1992
(commencement of operations) to December 31, 1992, in conformity with
generally accepted accounting principles.

As  discussed  in Note 8 of the financial statements of Manning & Napier Fund,
Inc. - Life Sciences Series, all shares of this Fund were redeemed on
September 21, 1995.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
December 8, 1995

                                        13
<PAGE>
<PAGE>


                         Manning & Napier Fund, Inc.

                              TECHNOLOGY SERIES
                                Annual Report
                              December 31, 1995



<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:

The  Technology Series of the Manning & Napier Fund was able to take advantage
of an exceptional year among technology stocks, earning a total return of
40.25% for the year, compared with a return of 37.59% for the
S & P 500 for the year.  While investors should be very pleased with this
return,  they  should  also recognize that 1995 was indeed an exceptional year
both in the technology sector and the financial markets in general.

In the 1994 Annual Report and the Semi-Annual Report in June 1995, we
highlighted our three major areas of focus: the computer client/server market,
the  consumer  sector,  and telecommunications infrastructure.  Since June, we
have  reduced holdings in the first two areas and increased the portion of the
Series invested in the telecommunications infrastructure.

Following  strong  returns  of  the Series in the first six months of 1995, we
reduced the size of the Series position in our clients accounts at
approximately the mid-year point.  We decided to reduce exposure to the sector
due  to the large gains that had already been realized from many of the stocks
that we owned.  This defensive strategy proved successful given that many
technology stocks faltered toward year-end.

Besides  reducing the size of the Series, we also took a more defensive stance
within the portfolio.  We became especially negative on the near-term
fundamentals  of  the  semiconductor, personal computer, and related areas due
primarily to the frothy nature of those stocks and our analysis of Windows 95.
 We came to the conclusion that the Windows 95 product cycle was going to come
much slower than expected.  Given the importance of the product to the
aforementioned sectors of technology, we felt that a move away from those
areas was prudent.  We were able to put the money to work in other less
popular  sectors  such as the telecommunications infrastructure, which was and
we believe continues to be, undervalued.

Towards  the  end  of the year, some of our larger positions reached prices at
which  our  analysis  showed them to be fairly valued, and, as a result, these
stocks were sold.  These sales left the Series with approximately 22% cash and
cash  equivalents.  Given that we still have a positive view of technology and
our belief that there are always opportunities in the sector, we will be
looking to find good values in order to put the money to work in early 1996.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.

                                   1
<PAGE>

Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Technology Series from its inception (8/29/94) to present (12/31/95) as
compared to the Standard & Poors (S&P) 500 Total Return Index.1

<TABLE>

<CAPTION>

MANNING & NAPIER FUND, INC. - TECHNOLOGY SERIES


                                TOTAL RETURN
THROUGH     GROWTH OF $10,000                  AVERAGE
12/31/95        INVESTMENT       CUMULATIVE     ANNUAL
<S>         <C>                 <C>            <C>

ONE YEAR    $           14,025         40.25%    40.25%
INCEPTION2  $           15,918         59.18%    41.38%
</TABLE>



<TABLE>

<CAPTION>

S&P 500 TOTAL RETURN INDEX


                                TOTAL RETURN
THROUGH     GROWTH OF $10,000                  AVERAGE
12/31/95        INVESTMENT       CUMULATIVE     ANNUAL
<S>         <C>                 <C>            <C>

ONE YEAR    $           13,759         37.59%    37.59%
INCEPTION2  $           13,447         34.47%    24.68%
</TABLE>



1The Standard and Poors (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.
 S&P 500 Total Return Index returns assume reinvestment of dividends and,
unlike Fund returns, do not reflect any fees or expenses.

2The  Fund  and Index performance numbers are calculated from August 29, 1994,
the  Fund's  most recent 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 Total
               Technology Series   Return Index
          
<S>            <C>                 <C>
29-Aug-94*               10,000             10,000
          
30-Sep-94                10,040               9,775
          
31-Dec-94                11,350               9,773
          
31-Mar-95                12,400              10,725
          
30-Jun-95                14,736              11,749
          
30-Sep-95                15,723              12,683
          
31-Dec-95                15,918              13,447
          
          
</TABLE>       
          
* Inception date         


                                   2
<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995

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


COMMON STOCK - 79.2%
COMMUNICATION EQUIPMENT - 33.3%
   ADC Telecommunications, Inc.*                   70,000  $ 2,555,000 
   BroadBand Technologies, Inc.*                  130,000    2,112,500 
   ECI Telecommunications Ltd.                    112,400    2,564,125 
   Champion Technology Hldgs. (Note 6)          3,583,948      375,433 
   General DataComm Industries, Inc.*             166,000    2,842,750 
   General Instrument Corp.*                       76,000    1,776,500 
   Motorola, Inc.                                  31,000    1,767,000 
   Northern Telecom Ltd.                           86,800    3,732,400 
                                                            17,725,708 
COMPUTER EQUIPMENT - 6.1%
   Digital Equipment Corp.*                        42,600    2,731,725 
   PSC, Inc.*                                      56,000      518,000 
                                                             3,249,725 
COMPUTER INTEGRATED SYSTEMS DESIGNS - 4.3%
   Parametric Technology Corp.*                    34,500    2,294,250 

COMPUTER SOFTWARE - 22.8%
   Borland International, Inc.*                   140,000    2,310,000 
   Informix Corp.*                                 98,300    2,949,000 
   Oracle Corp.*                                   82,950    3,515,006 
   Symantec Corp.*                                143,000    3,324,750 
                                                            12,098,756 
ELECTRONIC COMPONENTS - 4.0%
   Planar Systems, Inc.*                          112,000    2,142,000 

PRINTING TRADES EQUIPMENT - 4.9%
   Scitex Corp Ltd.                               190,400    2,594,200 

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

                                   3
<PAGE>
                             
Investment Portfolio - December 31, 1995

                                                              Value
                                                 Shares      (Note 2)              

SPECIAL INDUSTRIAL INSTRUMENTS - 3.8%
   Measures Corp.                                  71,000  $ 2,005,750 

TOTAL COMMON STOCK
   (Identified Cost $36,759,079)                            42,110,389 

SHORT-TERM INVESTMENTS - 20.7%
   Federal Home Loan Note 1/4/96               $5,000,000    4,997,646 
   Federal Home Loan Mortgage Corp. Discount
     Note 1/16/96                               6,000,000    5,985,900 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $10,983,546)                            10,983,546 

INVESTMENTS - 99.9%
   (Identified Cost $47,742,625)                            53,093,935 

OTHER ASSETS, LESS LIABILITIES - 0.1%                           53,108 

NET ASSETS - 100%                                          $53,147,043 
</TABLE>



*Non-Income Producing Security

<TABLE>

<CAPTION>

FEDERAL TAX INFORMATION:

At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $47,874,724 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost         $ 8,137,173 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value          (2,917,962)

Unrealized appreciation - net                                $ 5,219,211 
</TABLE>



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

                                   4
<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                            <C>

ASSETS:
Investments, at value (Identified cost, $47,742,625) (Note 2)  $53,093,935
Cash and cash equivalents                                          565,962
Dividends receivable                                                19,253
Prepaid expense                                                      3,438
TOTAL ASSETS                                                    53,682,588

LIABILITIES:
Accrued management fees (Note 3)                                    44,240
Accrued Directors' fees (Note 3)                                     1,813
Payable for securities purchased                                   441,250
Audit fee payable                                                   22,728
Registration and filing fees payable                                15,507
Payable for fund shares redeemed                                     2,142
Other payables and accrued expenses                                  7,865
TOTAL LIABILITIES                                                  535,545

NET ASSETS FOR 4,963,313 SHARES
   OUTSTANDING                                                 $53,147,043

NET ASSETS CONSIST OF:
Capital stock                                                  $    49,634
Additional paid-in-capital                                      45,374,674
Undistributed net investment income                                 37,295
Accumulated net realized gain on investments                     2,334,128
Net unrealized appreciation on investments and other assets      5,351,312

TOTAL NET ASSETS                                               $53,147,043

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE  PER SHARE
   ($53,147,043/4,963,313 SHARES)                              $     10.71
</TABLE>


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

                                   5
<PAGE>

<TABLE>

<CAPTION>

STATEMENT OF OPERATIONS

For the Year Ended December 31, 1995


<S>                                                        <C>

INVESTMENT INCOME:
Dividends                                                  $   306,385 
Interest                                                       390,061 
Total Investment Income                                        696,446 

EXPENSES:
Management fees (Note 3)                                       557,701 
Directors fees (Note 3)                                          6,792 
Audit fee                                                       20,000 
Registration and filing fees                                    19,059 
Custodian fees                                                  15,525 
Miscellaneous                                                    6,351 
Total Expenses                                                 625,428 

NET INVESTMENT INCOME                                           71,018 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized gain on investments  (identified cost basis)   19,400,886 
Net change in unrealized appreciation on investments          (268,944)
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS                               19,131,942 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                         $19,202,960 
</TABLE>



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

                                   6
<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets


                                                                           For the Period 8/29/94
                                                              For the         (recommencement
                                                            Year Ended         of operations)
                                                             12/31/95           TO 12/31/94
<S>                                                        <C>            <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                      $     71,018   $               (60,819)
Net realized gain on investments                             19,400,886                   384,233 
Net change in unrealized appreciation
   (depreciation) on investments                               (268,944)                5,620,256 
Net increase in net assets from operations                   19,202,960                 5,943,670 

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                      (33,723)                        - 
From net realized gains                                     (17,390,172)                        - 
Total distributions to shareholders                         (17,423,895)                        - 

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                       (561,295)               45,985,603 

Net increase in net assets                                    1,217,770                51,929,273 

NET ASSETS:
Beginning of period                                          51,929,273                         - 
End of period (including undistributed net investment
   income of $37,295 and $0, respectively)                 $ 53,147,043   $            51,929,273 
</TABLE>



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

<PAGE>

<TABLE>

<CAPTION>

Financial Highlights


                                                 For the      For the Period    For the Period     For the       For the
                                                Year Ended      8/29/94(1)        1/1/92 to       Year Ended    Year Ended
                                                 12/31/95      to 12/31/94        5/11/92(2)       12/31/91      12/31/90
<S>                                            <C>           <C>               <C>               <C>           <C>

Per share data (for a share outstanding
throughout each period)*

Net asset value-Beginning of period            $     11.35   $       10.00(3)  $         10.25   $      8.00   $      9.41 

Income from investment operations:
   Net investment income (loss)                      0.018            (0.013)            0.010        (0.040)        0.020 
   Net realized and unrealized
     gain (loss) on investments                      4.515             1.363             1.530         2.930        (0.830)
Total from investment  operations                    4.533             1.350             1.540         2.890        (0.810)

Less distributions declared to shareholders:
   From net investment  income                      (0.010)                -                 -             -        (0.030)
   From net realized gain on investment             (5.163)                -            (1.940)       (0.640)       (0.570)
   Redemption of capital                                 -                 -            (9.850)            -             - 
Total distributions declared to shareholders        (5.173)                -           (11.790)       (0.640)       (0.600)

Net asset value - End of period                $     10.71   $         11.35   $          0.00   $     10.25   $      8.00 

Total Return(4):                                     40.25%             13.5%              -(5)         36.1%        (8.9)%

Ratios of expenses (to average  net assets)/
   Supplemental Data:
   Expenses                                           1.12%          1.32%(6)       1.35%(6)(5)         1.13%         1.14%
   Net Investment Income (loss)                       0.13%        (0.40)%(6)       0.20%(6)(5)       (0.33)%      0.20%(7)

Portfolio Turnover                                     107%                5%                0%            4%           25%

Average Commission Rate Paid                   $    0.0156                 -                 -             -             - 

Net assets - End of period
   (000's omitted)                             $    53,147   $        51,929                 -   $     5,594   $     5,835 
</TABLE>

*The investment practice of the Fund results in the active operation of the 
investment portolio for discrete periods.  The Fund was in active operation
from November 4, 1988 to May 11, 1992.  On May 11, 1992, the Fund redeemed all
shares held.  The Fund recommenced investment operations on August 29, 1994.

1Recommencement of operations.

2Date of complete redemption.

3Initial offering price upon recommencement of operations on August 29, 1994.

4Total return represents aggregate total return for the period indicated.

5The Fund ceased investment operations on May 11, 1992; therefore, ratios and
total return would not be representative of an actively operating fund.

6Annualized

7Investment income per share is comprised of recurring dividends and interest
income which amounted to $.07 per share and special dividends from Bell
Industries and Tempest Technologies, Inc.

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

                                   8
<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   Technology Series (the "Fund") is a no-load non-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 clients and employees of Manning &
   Napier  Advisors,  Inc.  (the "Advisor") and its affiliates.  The investment
   practice of the Fund results in the active operation of the investment
   portfolio for discrete periods.  As of
   December 31, 1995, the Fund has been in active operation from November 4, 
   1988 to May 11, 1992 and from August 29, 1994 to December 31, 1995.  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 December 
   31, 1995, 710 million shares have been designated in total among 18 series, 
   of which 20 million have been designated as Technology Series Class D 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.
   
                                   9
<PAGE>                                   

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   FEDERAL INCOME TAXES
   The Fund's policy is to comply with the provisions of the Internal
   Revenue  Code applicable to regulated investment companies.  The Fund is not
   subject to federal income or excise tax to the extent the Fund distributes 
   to shareholders  each year its taxable income, including any net realized 
   gains on investments in accordance with requirements of the Internal Revenue
   Code. Accordingly, no provision for federal income taxes has been made in 
   the financial statements.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of net investment income are made annually.
   Distributions  are recorded on the ex-dividend date.  Distributions of net
   realized  gains are distributed annually.  An additional distribution may be
   necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses, foreign denominated investments 
   or character reclassification between net income and net gains. As a result,
   net investment income (loss) and net investment gain (loss) on investment
   transactions for a reporting period may differ significantly from
   distributions to shareholders during such period.  As a result, the Fund may
   periodically make reclassification among its capital accounts without
   impacting the Fund's net asset value.
   
   FOREIGN CURRENCY TRANSLATION
   The accounting records of the Fund are maintained in U.S. dollars. 
   Foreign  currency  amounts are translated into U.S. dollars on the following
   basis:  a)  investment securities, other assets and liabilities are 
   converted to U.S. dollars based upon current exchange rates; and b)  
   purchases and sales of securities and income and expenses are converted into
   U.S. dollars based upon the currency exchange rates prevailing on the 
   respective dates of such transactions.
   
   Gains and losses attributable to foreign currency exchange rates are
   recorded for financial statement purposes as net realized gains and losses
   on investments.  The portion of both realized and unrealized gains and 
   losses on investments that result from fluctuations in foreign currency 
   exchange rates is not separately stated.
                                  10
<PAGE>

Notes to Financial Statements                                  
   
2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
   The Fund may purchase or sell forward foreign currency contracts in order
   to  hedge  a portfolio position or specific transaction.  Risks may arise if
   the counterparties to a contract are unable to meet the terms of the 
   contract or if the value of the foreign currency moves unfavorably.
   
   At December 31, 1995, the Fund had no open foreign currency exchange
   contracts.
  
   OPTION CONTRACTS
   The Fund may write (sell) or buy call or put options on securities and
   other financial instruments.  When the Fund writes a call, the Fund gives 
   the purchaser the right to buy the underlying security from the Fund at the 
   price specified in the option contract (the "exercise price") at any time 
   during the option period.   When the Fund writes a put option, the Fund 
   gives the purchaser the right to sell to the Fund the underlying security 
   at the exercise price at any time during the option period.  The Fund will 
   only write options on a "covered basis."  This means that the Fund will own 
   the underlying security when the Fund writes a call or the Fund will put 
   aside cash,  U.S.  Government securities, or other liquid assets in the 
   amount not less than the exercise price at all times the put option is 
   outstanding.
   
   
   When the Fund writes a call or put option, an amount equal to the premium
   received  is included in the Fund's "Statement of Assets and Liabilities" as
   an asset and an equivalent liability.  The amount of the liability is
   subsequently marked-to-market to reflect the current market value of the
   option.   The current market value of the option is the closing price or, in
   the absence of a closing price, the bid price.
   
   If a written option expires on its stipulated expiration date or if the
   Fund  enters  into  a closing transaction, a gain or loss is realized on the
   contract.    When  a gain or loss is realized, the liability related to such
   option  contract  is extinguished.  If a written call option is exercised, a
   gain  or  loss  is realized from the sale of the underlying security and the
   premium  received  from the option is added to proceeds from the sale of the
   underlying  security thereby increasing the gain or decreasing the loss from
   the sale of the underlying security.  If a written put option is exercised,
   the cost of the underlying security purchased by the Fund will be decreased
   by the premium originally received.
   
   The Fund may also purchase options in an attempt to hedge against
   fluctuations in the value of its portfolio and to protect against declines 
   in the value of the securities.  The premium paid by the Fund for the 
   purchase of a call or put option is included in the Fund's "Statement of 
   Assets and Liabilities"  as an investment and subsequently  marked-to-market
   to reflect the current market value of the option.  The current market value
   of the option is the closing price or, in the absence of a closing price, 
   the bid price.
  
                                  11
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   OPTION CONTRACTS (continued)
   
   If an option the Fund has purchased expires on the stipulated expiration
   date, the Fund realizes a loss in the amount of the cost of the option.  If
   the Fund exercised a call option, the cost of the securities acquired by
   exercising the call is increased by the premium paid to buy the call. If the
   Fund exercises a put option, it realizes a gain or loss from the sale of the
   underlying  security  and the proceeds from such a sale are decreased by the
   premium originally paid.
   
   The measurement of the risks associated with option contracts is
   meaningful only when all related and offsetting transactions are considered. 
   A summary of obligations for option contracts for the year ended December 31,
   1995 are as follows:
<TABLE>

<CAPTION>

                                          WRITTEN CALL OPTIONS              PURCHASED PUT OPTIONS
                                         ---------------------             ----------------------       
                                         SHARES           AMOUNT            SHARES            AMOUNT
                                  ---------------------  ---------  ----------------------  ----------
<S>                               <C>                    <C>        <C>                     <C>


Balance at December 31, 1994                         0   $      0                       0   $       0 
Options entered into during 1995                  (256)   (37,943)                    440     749,760 
Options expired during 1995                          0          0                    (440)   (749,760)
Options exercised during 1995                      256     37,943                       0           0 
Balance at December 31, 1995                         0   $      0                       0   $       0 
</TABLE>



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  $557,701 for the year ended
   December 31, 1995.
   
   Under the Fund's Investment Advisory Agreement (the "Agreement"),
   personnel of the Advisor provide the Fund with advice and assistance in the
   choice of investments and the execution of securities transactions, and
   otherwise  maintain  the Fund's organization.  The Advisor also provides the
   Fund with necessary  office space and portfolio accounting and bookkeeping
   services.  The salaries of all officers of the Fund and of all Directors who
   are "affiliated persons" of the Fund or of the Advisor, and all personnel of
   the Fund or of the Advisor performing services relating to research,
   statistical and investment activities are paid by the Advisor.
   
   The Advisor has agreed that, in any fiscal year, if the expenses of the
   Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
   commissions, and extraordinary expenses) exceed the limits set by applicable
   regulation  of state securities commissions, the Advisor will reduce its fee
   by the amount of such excess.
   
                                  12
<PAGE>

Notes to Financial Statements

3.  TRANSACTIONS WITH AFFILIATES (continued)                                   

    The Advisor also acts as the transfer, dividend paying and shareholder
    servicing agent for the Fund.  These services are provided at no additional
    cost to the Fund.
    
    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 $6,792 for the
    year ended December 31, 1995.

4.  PURCHASES AND SALES OF SECURITIES
    Purchases and sales of securities, other than short-term securities, were
    $51,042,907 and $78,279,548, respectively, for the year ended December 31,
    1995.

5.  CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

Transactions in shares of Technology Series Class D Common Stock were:

                
                     Fot the Year                      For the Period
                    Ended 12/31/95                   8/29/94 TO 12/31/94
                Shares        Amount                  Shares          Amount
            ---------------  --------------  --------------------  ------------      
<S>         <C>              <C>             <C>                   <C>


Sold             1,415,392   $  17,145,335             4,627,553   $46,536,910 
Reinvested       1,612,684      17,272,178                     -             - 
Redeemed        (2,641,988)    (34,978,808)              (50,328)     (551,307)
Total              386,088   $    (561,295)            4,577,225   $45,985,603 
</TABLE>



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

7. TECHNOLOGY SECURITIES
   The Fund may focus its investments in certain related technology
   industries;  hence,  the Fund may subject itself to a greater degree of risk
   than a fund that is more diversified.

                                  13

<PAGE>

Report of Independent Accountants

To the Shareholders and Directors of
Manning & Napier Fund, Inc. - Technology Series:

We have audited the accompanying statement of assets and liabilities of
Manning  &  Napier  Fund,  Inc. -  Technology Series including the schedule of
portfolio investments, as of December  31,  1995, and the related statement of 
operations for the year then ended, the statement of changes in net assets for
the year then ended and the period August 29, 1994 (Recommencement of 
Operations) to December 31, 1994, and the financial highlights for each of the
periods indicated in the financial  highlights table herein.  These financial
statements and financial highlights  are the responsibility of the Funds 
management. Our responsibility is to express an opinion on these financial 
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of December 31, 1995 by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement  presentation. We believe that our audits provide a reasonable basis
for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier Fund, Inc. - Technology Series as of December 31, 1995, the
results of its operations for the year then ended, the changes in its net
assets  for the year then ended and the period August 29, 1994 (Recommencement
of  Operations) to December 31, 1994, and the financial highlights for each of
the  periods indicated in the financial highlights table herein, in conformity
with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
January 26, 1996

                                  14
<PAGE>
<PAGE>

                        Manning & Napier Fund, Inc.

                          BLENDED ASSET SERIES I
                               Annual Report
                             December 31, 1995






<PAGE>


Management Discussion and Analysis


DEAR SHAREHOLDERS:

1995  was a year that put smiles on many investors faces as both the stock and
bond markets had the best returns in many years.  The slower growth,
non-inflationary  environment  helped  to spur bond prices higher, as interest
rates  declined.   Corporate earnings rose at a slower rate in the second half
of  the  year than they had in the first six months, but it was enough to keep
the  equity markets in a general upward trend.  One explanation for the strong
financial  returns  in  the  United States is that the U.S. appeared to be the
safe  haven when one considers the Mexican currency crisis and the declines in
many international markets at the end of 1994.

As we look to 1996, we expect the recent monetary easing by the major
developed  countries  to encourage economic growth. Emerging markets have been
making tough policy decisions throughout 1995 bringing some economies to
recession levels, but fostering the trust that is needed for long-term
investors.  This positive environment is being reflected in the world
financial markets.

We believe the positive macro environment - slow growth and low inflation - is
likely to continue.  Furthermore, the great budget debate has come down to not
whether  we  will  balance the budget, but how.  Finally, there is the growing
emphasis  on  the need to increase the savings rate.  All of these big picture
factors  lead  us  to a constructive view for investors.  However, all of this
must  be  looked  at  in the context of a market that is trading near all time
highs.   It is clear to us that individual security selection will become more
important going forward.

In  our  stock selection process we use fundamental analysis to find companies
that  fit  our  strategies  and whose stocks we believe represent good value. 
While  we  do not deliberately concentrate our investments in specific sectors
of  a  market,  it  is often the case that prices of whole sectors will become
attractive  investment  situations  at the same time.  Technology, healthcare,
transportation, and utilities experienced strong returns in 1995, and the
Series portfolio had exposure to all of them.  Guided by our pricing
strategies,  we sold equities as the year progressed.  For example, we reduced
exposure to the technology sector at mid-year as many of these stocks attained
what  our analysis showed to be fair value.  We selected some consumer-related
stocks  in  smaller  position-sizes during this period as they met our pricing
criteria.   These consumer companies have either strong international profiles
or particular domestic strength in an industry that is expected to
consolidate.

While  many  investors pay careful attention to the stocks in their portfolio,
academic  studies  have shown that an even more important factor in investment
returns  is  getting the asset allocation (i.e., the mixture of stocks, bonds,
and  cash) correct.  We feel that the best way to adjust your asset allocation
is  to  continually  search for the best investment opportunities - whether in
stocks,  bonds,  or  cash  - and invest accordingly.  If there are many stocks

                                   1
<PAGE>

Management Discussion and Analysis (continued)   

that meet our strategies, we will tend to have a higher percentage of our
portfolio in stocks; the bond portion of the portfolio is also a reflection of
what  the  values  are  in the market.  If our opinion is that the markets, in
general,  are  not  overflowing  with values, we will tend to keep more of the
fund in cash and cash equivalents awaiting better opportunities.

As  we have previously discussed, our asset allocation had become increasingly
conservative  as  the  market  rose through the latter half of 1995.  We begin
1996  poised to capture opportunities that we believe will come to the surface
as  investors begin to reconcile the stock market at new highs with signs of a
slowing  economy.   We will evaluate these opportunities - as we always have -
stock-by-stock and bond-by-bond, using the short-term fluctuations in the
market as a buying opportunity.

We appreciate your continued confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Asset Allocation

Bond - 61%
Stocks - 25%
Cash & Equivalents - 14%


                                   2
<PAGE>
                                   
Performance Update as of December 31, 1995

The  value of a $10,000 investment in the Manning & Napier Fund, Inc.- Blended
Asset  Series I from its inception (9/15/93) to present (12/31/95) as compared
to the Lehman Brothers Intermediate Bond Index and a Balanced Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
Blended Asset Series I


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    12,108         21.08%    21.08%
Inception2  $    12,123         21.23%     8.75%
</TABLE>


<TABLE>

<CAPTION>

Lehman Brothers
Intermediate Bond Index


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    11,533         15.33%    15.33%
Inception2  $    11,347         13.47%     5.66%
</TABLE>
<TABLE>

<CAPTION>

Balanced Index


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    11,273         12.73%    12.73%
Inception2  $    12,150         21.50%     8.85%
</TABLE>


1The Lehman Intermediate Bond Index is a market value weighted measure of
approximately 3,250 corporate and government securities.  The Index is
comprised of investment grade securities with maturities greater than one year
but  less  than  ten years.  The Balanced Index is 30% Standard & Poor's (S&P)
500  Total Return Index and 70% Lehman Brothers  Intermediate Bond Index.  The
S&P  500 Total Return Index is an unmanaged capitalization-weighted measure of
500  widely held common stocks listed on the New York Stock Exchange, American
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 September 15,
1993, the Fund's inception date.  The Fund's performance is historical and may
not be indicative of future results.


[GRAPHIC]
LINE CHART               
               
Data for Line Chart to follow:               
               
<TABLE>             
<CAPTION>           
               
               Manning & Napier    Lehman Brothers     
               Blended Asset       Intermediate Bond   
               Series I                 Index          Balanced Index
               
<S>            <C>                 <C>                 <C>
15-Sep-93*          10,000              10,000              10,000
               
31-Dec-93           10,092              10,032              10,078
               
30-Jun-94            9,671               9,770               9,791
               
31-Dec-94           10,012               9,838               9,982
               
30-Jun-95           11,578              10,783              10,254
               
31-Dec-95           12,123              11,347              12,150
               
               
</TABLE>            
               
* Inception date              


                                   3

<PAGE>



<TABLE>

<CAPTION>
INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                                           Value
                                                              Shares     (Note 2)
<S>                                                          <C>        <C>     
COMMON STOCK - 25.40%

Air Transportation - 2.04%
   Federal Express Corp.*                                        2,625  $  193,922 

Amusement & Recreational Services - 0.04%
   Mountasia Entertainment International, Inc.*                    700       3,369 

Apparel - 2.40%
   VF Corp.                                                      4,325     228,144 

Business Services - 0.99%
   Employment Services - 0.06%
      Barrett Business Services, Inc.*                             375       5,531 

   Software - 0.93%
      Black Box Corp.*                                             525       8,597 
      Borland International, Inc.*                               1,700      28,050 
      Caere Corp.*                                                 325       2,315 
      Electronic Arts, Inc.*                                       300       7,837 
      Informix Corp.*                                              150       4,500 
      Oracle Corp.*                                                150       6,356 
      Parametric Technology Corp.*                                  75       4,988 
      Symantec Corp.*                                            1,125      26,156 
                                                                            88,799 
                                                                            94,330 
Chemicals & Allied Products - 0.56%
   Alliance Pharmaceutical Corp.*                                1,100      14,987 
   International Specialty Products, Inc.                        3,550      38,606 
                                                                            53,593 
Communications - 3.49%
   Radio Broadcasting Stations - 0.02%
      Children's Broadcasting Corp.*                               275       1,719 

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

                                   4
<PAGE>                                   

INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                                           Value
  
                                                             Shares     (Note 2)
 
Communications (continued) 
  Telephone Communications - 3.47%
      BCE, Inc.                                                  3,650  $  125,925 
      Cable & Wireless Plc. - ADR                                5,000     105,625 
      Telefonica de Espana - ADR                                 2,350      98,406 
                                                                           329,956 
                                                                           331,675 
Crude Petroleum & Natural Gas - 0.07%
   Mesa, Inc.*                                                   1,825       6,844 

Educational Services - 0.16%
   Westcott Communications, Inc.*                                1,125      15,469 

Electronics & Electrical Equipment - 3.66%
   Electronic Components - 0.10%
      Planar Systems, Inc.*                                        500       9,563 

   Household Appliances - 2.37%
     Sunbeam Corporation, Inc.                                   5,700      86,925 
     Whirlpool Corp.                                             2,600     138,450 
                                                                           225,375 
   Lighting Equipment - 0.15%
      Coleman Company, Inc.*.                                      400      14,050 

   Telecommunication Equipment - 1.04%
      ADC Telecommunications, Inc.*                                100       3,650 
      BroadBand Technologies, Inc.*                                850      13,812 
      ECI Telecommunications Ltd.                                  175       3,992 
      General DataComm Industries, Inc.*                         1,350      23,119 
      General Instrument Corp.*                                  1,975      46,166 
      Motorola, Inc.                                                50       2,850 
      Northern Telecom Ltd.                                        125       5,375 
                                                                            98,964 
                                                                           347,952 

Engineering Services - 0.49%
   Jacobs Engineering Group, Inc.*                               1,875      46,875 

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

                                   5
<PAGE>
INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                                           Value
                                                              Shares     (Note 2)
                                   

Fabricated Metal Products - 0.35%
    Keystone International, Inc.                                   700  $   14,000 
   Material Sciences Corp.*                                      1,100      16,362 
   Medalist Industries*                                            600       3,600 
                                                                            33,962 
Food - 0.06%
   J & J Snack Foods Corp.*                                        300       3,300 
   Grist Mill Co.*                                                 275       2,028 
                                                                             5,328 
Glass Products - 1.28%
   Corning, Inc.                                                 3,725     119,200 
   Libbey, Inc.                                                    125       2,812 
                                                                           122,012 
Health Services - 2.35%
   Doctors Offices & Clinics - 1.97%
      Caremark International, Inc.                              10,100     183,063 
      Coastal Physician Group, Inc.*                               350       4,725 
                                                                           187,788 
   Home Health Care Services - 0.23%
      Health Management, Inc.*                                   1,425      18,881 
      Quantum Health Resources, Inc.*                              300       2,944 
                                                                            21,825 
   Hospitals - 0.13%
      Rehabcare Corp.*                                             625      12,031 

   Specialty Outpatient Services - 0.02%
      U.S. Physical Therapy, Inc.*                                 175       2,013 
                                                                           223,657 
Industrial & Commercial Machinery - 0.26%
   Computer Peripheral Equipment - 0.12%
      Digital Equipment Corp.*                                      75       4,809 
      PSC, Inc.*                                                   675       6,244 
                                                                            11,053 
The accompanying notes are an integral part of the financial statements.

                                   6
                                   
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                                           Value
                                                              Shares     (Note 2)
                                   

Industrial & commercial Machinery (continued)
   Printing Trades Equipment - 0.14%
      Scitex Corp.                                               1,000  $   13,625 
                                                                            24,678 
Office & Business Equipment - 0.15%
   BT Office Products International, Inc.*                         900      14,400 

Plastic Products - 0.12%
   Carlisle Plastics, Inc.*                                        625       2,812 
   Sun Coast Industries, Inc.*                                   1,225       8,269 
                                                                            11,081 
Primary Metal Industries - 0.16%
   American Superconductor Corp.*                                  400       5,800 
   Gibraltar Steel Corp.*                                          750       9,094 
                                                                            14,894 
Printing & Publishing - 0.04%
   Playboy Enterprises, Inc. - Class A*                            225       1,969 
   Playboy Enterprises, Inc. - Class B*                            250       2,094 
                                                                             4,063 
Restaurants - 0.09%
   Quantum Restaurant Group, Inc.*                                 800       9,000 

Retail - 4.24%
   Retail Home Furnishing Stores - 0.17%
      Pier 1 Imports, Inc.                                       1,463      16,642 

   Retail - Shoe Stores - 0.84%
      Brown Group, Inc.                                          5,650      80,513 

   Retail Specialty Stores - 3.11%
      Fabri-Centers of America - Class A*                          750       9,937 
      Fabri-Centers of America - Class B*                          750       8,062 
      Fingerhut Companies, Inc.                                 10,425     144,647 
      Gander Mountain, Inc.*                                       650       4,306 
      Hancock Fabrics, Inc.                                      6,100      54,900 
      Michaels Stores, Inc.*                                     5,375      73,906 
                                                                           295,758

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

                                   7
                                   
<PAGE>

INVESTMENT PORTFOLIO - DECEMBER 31, 1995

                                                             Shares/
                                                            Principal     Value
                                                              Amount     (Note 2)
                                   
Retail (continued)                                                        
   Retail Variety Stores - 0.12%
      Family Dollar Stores, Inc.                                   800  $   11,000 
                                                                           403,913 
Shoes - 0.10%
   Wolverine World Wide, Inc.                                      300       9,450 

Social Services - 0.01%
   Childrens Discovery Centers of America, Inc.*                   150         769 

Technical Instruments & Supplies - 2.23%
   Industrial Instruments - 0.09%
      Measurex Corp.                                               300       8,475 

   Photographic Equipment & Supplies - 2.08%
      Eastman Kodak Co.                                          2,950     197,650 

   Surgical & Medical Instruments - 0.06%
      Allied Healthcare Products, Inc.                             125       2,000 
      SpaceLabs Medical, Inc.*                                     150       4,313 
                                                                             6,313 
                                                                           212,438 
Textiles - 0.06%
   Fieldcrest Cannon, Inc.*                                        350       5,819 

TOTAL COMMON STOCK
   (Identified Cost $2,459,855)                                          2,417,637 


U.S. TREASURY SECURITIES - 69.94%

   U.S. Treasury Bonds - 15.43%
      U.S. Treasury Bond, 7.25%, 5/15/16                        45,000      51,384 
      U.S. Treasury Bond, 7.50%, 11/15/24                    1,180,000   1,417,475 
   Total U.S. Treasury Bonds
   (Identifed Cost $1,240,014)                                           1,468,859 

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

                                   8
<PAGE>                                   

INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                            Principal     Value
                                                              Amount     (Note 2)

U.S. Treasury Securities (continued)
                                   
   U.S. Treasury Notes - 53.99%
      U.S. Treasury Note, 6.125%, 7/31/96                      945,000  $  949,725 
      U.S. Treasury Note, 6.50%, 4/30/97                       250,000     254,219 
      U.S. Treasury Note, 5.375%, 11/30/97                   1,200,000   1,203,750 
      U.S. Treasury Note, 6.875%, 8/31/99                      450,000     472,781 
      U.S. Treasury Note, 7.75%, 12/31/99                       20,000      21,713 
      U.S. Treasury Note, 7.125%, 2/29/00                    1,775,000   1,890,375 
      U.S. Treasury Note, 6.50%, 5/15/05                       325,000     346,328 
   Total U.S. Treasury Notes
   (Identified Cost $5,044,892)                                          5,138,891 

   U.S. Treasury Bills - 0.52%
      U.S. Treasury Bill, 1/11/96 (Identified Cost $49,958)     50,000      49,958 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $6,334,864)                                          6,657,708 

U.S. GOVERNMENT AGENCIES - 1.03%
   Mortgage Backed Securities
      GNMA Pool #174225, 9.50%, 8/15/16                          6,028       6,467 
      GNMA Pool #385753, 9.00%, 7/15/24                         86,525      91,636 
TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $96,091)                                                98,103 

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

                                   9
<PAGE>                                   

INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                                                          Value
                                                              Shares     (Note 2)



SHORT-TERM INVESTMENTS - 3.10%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $294,979)                                  294,979  $  294,979 

TOTAL INVESTMENTS - 99.47%
   (Identified Cost $9,185,789)                                          9,468,427 

OTHER ASSETS, LESS LIABILITIES - 0.53%                                      50,068 

NET ASSETS - 100%                                                       $9,518,495 

* Non-income producing security
</TABLE>


<TABLE>

<CAPTION>

Federal Tax Information:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $9,192,228 was as follows:



<S>                                                          <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $ 495,253 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (219,054)

Unrealized appreciation - net                                $ 276,199 
</TABLE>




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



                                   10

<PAGE>




<TABLE>

<CAPTION>
STATEMENT OF ASSETS AND LIABILITIES   

December 31, 1995



<S>                                                           <C>
ASSETS:
Investments, at value  (Identified cost $9,185,789) (Note 2)  $9,468,427
Cash                                                              49,755
Interest receivable                                              101,869
Dividends receivable                                               6,197
Prepaid expense                                                      336
TOTAL ASSETS                                                   9,626,584

LIABILITIES:
Accrued management fees (Note 3)                                  21,543
Accrued Directors' fees (Note 3)                                   1,813
Transfer agent fees payable (Note 3)                                 191
Payable for fund shares redeemed                                  70,130
Audit fee payable                                                 12,371
Other payables and accrued expenses                                2,041
TOTAL LIABILITIES                                                108,089

NET ASSETS FOR 888,146 SHARES OUTSTANDING                     $9,518,495

NET ASSETS CONSIST OF:
Capital stock                                                 $    8,882
Additional paid - in - capital                                 9,193,923
Accumulated net realized gains on investments                     33,052
Net unrealized appreciation on investments                       282,638
TOTAL NET ASSETS                                              $9,518,495

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE  PER SHARE
($9,518,495/888,146 shares)                                   $    10.72
</TABLE>


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


                                   11

<PAGE>

<TABLE>

<CAPTION>
Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>
INVESTMENT INCOME
Interest                                                  $  294,411 
Dividends                                                     44,454 
Total Investment Income                                      338,865 

EXPENSES:
Management fees (Note 3)                                      69,950 
Directors fees (Note 3)                                        6,875 
Transfer agent fees (Note 3)                                   1,679 
Audit fee                                                     14,625 
Custodian fees                                                 7,480 
Registration and filing fees                                   6,384 
Miscellaneous                                                    354 
Total Expenses                                               107,347 

Less Waiver of Expenses (Note 3)                             (23,407)

Net Expenses                                                  83,940 

NET INVESTMENT INCOME                                        254,925 

REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS:
Net realized gain on investments (identified cost basis)     608,702 
Net change in unrealized appreciation on investments         341,625 
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                            950,327 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $1,205,252 
</TABLE>

The accompanying notes are an integral part of the financial statements.
     
                                   12


<PAGE>

<TABLE>

<CAPTION>
Statement of Changes in Net Assets


                                                           For the       For the
                                                          Year Ended    Year Ended
                                                           12/31/95      12/31/94
<S>                                                      <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                    $   254,925   $    88,876 
Net realized gain on investments                             608,702        18,293 
Net change in unrealized appreciation (depreciation)
   on investments                                            341,625       (59,823)
Net increase in net assets from operations                 1,205,252        47,346 

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                  (254,925)      (88,431)
In excess of net investment income                            (3,886)            - 
From net realized gains                                     (564,923)      (18,074)
In excess of net realized gains                                    -        (3,332)
Total distributions to shareholders                         (823,734)     (109,837)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                   4,617,621     4,106,508 

Net increase in net assets                                 4,999,139     4,044,017 

NET ASSETS:

Beginning of period                                        4,519,356       475,339 

End of period  (including undistributed net investment
income of $0 and $665, respectively)                     $ 9,518,495   $ 4,519,356 
</TABLE>


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


                                   13


<PAGE>

<TABLE>

<CAPTION>
Financial Highlights



                                                                                 For the Period 9/15/93
                                                      For the       For the         (commencement of
                                                     Year Ended    Year Ended        operations) to
                                                      12/31/95      12/31/94            12/31/93
Per share data ( for a share outstanding
throughout each period):
<S>                                                 <C>           <C>           <C>

Net asset value -- Beginning of period              $      9.72   $     10.05   $                 10.00 

Income from investment operations:
   Net investment income                                  0.342         0.200                     0.045 
   Net realized and unrealized gain (loss) on
     investments                                          1.698        (0.280)                    0.045 
Total from investment operations                          2.040        (0.080)                    0.090 

Less distributions declared to shareholders:
   From net investment income                            (0.342)       (0.203)                   (0.040)
   In excess of net investment income                    (0.005)            -                         - 
   From net realized gains on investments                (0.693)       (0.040)                        - 
   In excess of net realized gains                            -        (0.007)                        - 
Total distributions declared to shareholders             (1.040)       (0.250)                   (0.040)

Net asset value  -  End of period                   $     10.72   $      9.72   $                 10.05 

Total return1                                             21.08%       (0.80)%                     0.93%

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

Portfolio turnover                                           72%           45%                        1%

Average commission rate paid                        $    0.0689             -                         - 

Net Assets - End of period  (000's omitted)         $     9,518   $     4,519   $                   475 

*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.
**The investment advisor waived a portion of its management fee.

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


Net investment income                               $     0.311   $   0.124     $                 0.021
Ratios (to average net assets):
   Expenses                                               1.53%       2.50%                      2.50%2
   Net Investment Income                                  3.31%       2.10%                      1.17%2
</TABLE>

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

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

                                   14


<PAGE>
NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION
   Blended Asset Series I (the "Fund") is a no-load diversified series of
   Manning & Napier Fund, Inc. (the "Corporation").  The Corporation is
   organized  as  a Maryland Corporation and is registered under the Investment
   Company Act of 1940, as amended, as an open-end management investment
   company.
   
   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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which 50 million have been designated as Blended Asset Series I Class K
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Portfolio securities, including domestic equities, foreign equities,
   options  and corporate bonds, listed on an exchange are valued at the latest
   quoted sales price of the exchange on which the security is traded most
   extensively.  Securities not traded on valuation date or securities not
   listed on an exchange are valued at the latest quoted bid price.
   
   Debt securities, including government bonds and mortgage backed
   securities, will normally be valued on the basis of evaluated bid prices.
   
   Securities for which representative prices are not available from the
   Fund's  pricing service are valued at fair value as determined in good faith
   by the Fund's Board of Directors.
   
   Short-term investments that mature in sixty (60) days or less are valued
   at amortized cost.
   
   SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
   Security transactions are accounted for on the date the securities are
   purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
   Interest income and expenses are recorded on an accrual basis.
   
   Most expenses of the Corporation can be attributed to a specific fund. 
   Expenses which cannot be directly attributed are apportioned among the funds
   in the Corporation.
   
   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.
   
                                   15
<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.
   
   The Fund hereby designates $130,574 as capital gain dividends for the
   year ended December 31, 1995.

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 $69,950 for the year ended
   December 31, 1995.
   
   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 $1,679 for the year ended December 31, 1995.
   
                                   16
<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 waived fees of $23,407, 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 $6,875 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $8,534,833 and $4,351,162, respectively, for the year ended December 31,
   1995.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of Blended Asset Series I Class K Common Stock
   were:


             For the Year                  For the Year
            Ended 12/31/95                Ended 12/31/94
                Shares         Amount         Shares         Amount
            ---------------  -----------  ---------------  -----------
<S>         <C>              <C>          <C>              <C>


Sold               406,586   $4,437,737          481,619   $4,726,025 
Reinvested          75,731      811,707           11,251      109,832 
Redeemed           (58,913)    (631,823)         (75,443)    (729,349)
Total              423,404   $4,617,621          417,427   $4,106,508 
</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 December 31, 1995.


                                   17
<PAGE>                                   


Independent Auditors' Report

To the Directors of Manning & Napier Fund, Inc.
and Shareholders of Blended Asset Series I:


We have audited the accompanying statement of assets and liabilities,
including the investment portfolio, of Blended Asset Series I (one of the
series constituting Manning & Napier Fund, Inc.) as of December 31, 1995,
the related statement of operations for the year then ended, the statement
of changes in net assets for  the years ended
December 31, 1995 and 1994, and the financial highlights for each of the years
in the three year period ended December 31, 1995.  These financial
statements  and financial highlights are the responsibility of the Funds
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of  material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned at
December 31,1995 by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly, in all material respects, the financial position of Blended Asset
series I at December 31, 1995, the results of its operations, the changes
in its net assets and its  financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

BOSTON, MASSACHUSETTS
FEBRUARY 2, 1996

                                   18
<PAGE>
<PAGE>

               

                         Manning & Napier Fund, Inc.

                           BLENDED ASSET SERIES II
                                Annual Report
                              December 31, 1995


<PAGE>

Management Discussion and Analysis

Dear Shareholders:

1995  was a year that put smiles on many investors faces as both the stock and
bond markets had the best returns in many years.  The slower growth,
non-inflationary  environment  helped  to spur bond prices higher, as interest
rates  declined.   Corporate earnings rose at a slower rate in the second half
of  the  year than they had in the first six months, but it was enough to keep
the  equity markets in a general upward trend.  One explanation for the strong
financial  returns  in  the  United States is that the U.S. appeared to be the
safe  haven when one considers the Mexican currency crisis and the declines in
many international markets at the end of 1994.

As we look to 1996, we expect the recent monetary easing by the major
developed  countries  to encourage economic growth. Emerging markets have been
making tough policy decisions throughout 1995 bringing some economies to
recession levels, but fostering the trust that is needed for long-term
investors.  This positive environment is being reflected in the world
financial markets.

We believe the positive macro environment - slow growth and low inflation - is
likely to continue.  Furthermore, the great budget debate has come down to not
whether  we  will  balance the budget, but how.  Finally, there is the growing
emphasis  on  the need to increase the savings rate.  All of these big picture
factors  lead  us  to a constructive view for investors.  However, all of this
must  be  looked  at  in the context of a market that is trading near all time
highs.   It is clear to us that individual security selection will become more
important going forward.

In  our  stock selection process we use fundamental analysis to find companies
that  fit  our  strategies  and whose stocks we believe represent good value. 
While  we  do not deliberately concentrate our investments in specific sectors
of  a  market,  it  is often the case that prices of whole sectors will become
attractive  investment  situations  at the same time.  Technology, healthcare,
transportation, and utilities experienced strong returns in 1995, and the
Series portfolio had exposure to all of them.  Guided by our pricing
strategies,  we sold equities as the year progressed.  For example, we reduced
exposure to the technology sector at mid-year as many of these stocks attained
what  our analysis showed to be fair value.  We selected some consumer-related
stocks  in  smaller  position-sizes during this period as they met our pricing
criteria.   These consumer companies have either strong international profiles
or particular domestic strength in an industry that is expected to
consolidate.

While  many  investors pay careful attention to the stocks in their portfolio,
academic  studies  have shown that an even more important factor in investment
returns  is  getting the asset allocation (i.e., the mixture of stocks, bonds,
and  cash) correct.  We feel that the best way to adjust your asset allocation
is  to  continually  search for the best investment opportunities - whether in
stocks,  bonds,  or  cash  - and invest accordingly.  If there are many stocks
that meet

                                   1
<PAGE>

Management Discussion and Analysis (continued)

our  strategies,  we will tend to have a higher percentage of our portfolio in
stocks;  the  bond  portion  of the portfolio is also a reflection of what the
values are in the market.  If our opinion is that the markets, in general, are
not  overflowing  with  values,  we will tend to keep more of the fund in cash
awaiting better opportunities.

As  we have previously discussed, our asset allocation had become increasingly
conservative  as  the  market  rose through the latter half of 1995.  We begin
1996  poised to capture opportunities that we believe will come to the surface
as  investors begin to reconcile the stock market at new highs with signs of a
slowing  economy.   We will evaluate these opportunities - as we always have -
stock-by-stock and bond-by-bond, using the short-term fluctuations in the
market as a buying opportunity.

We appreciate your continued confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Asset Allocation

Bond - 41%
Stocks - 46%
Cash & Equivalents - 13%

                                   2
<PAGE>
                                   
PERFORMANCE UPDATE AS OF DECEMBER 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended
Asset  Series II from its inception (10/12/93) to present (12/31/95) as
compared to the Lehman Brothers Intermediate Bond Index and a Balanced Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
Blended Asset Series II


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    13,264         32.64%    32.64%
Inception2  $    13,707         37.07%    15.25%
</TABLE>




<TABLE>

<CAPTION>

Lehman Brothers Intermediate Bond Index


                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    11,533         15.33%    15.33%
Inception2  $    11,261         12.61%     5.49%
</TABLE>



<TABLE>

<CAPTION>

Balanced Index

                         Total Return
             Growth of
Through       $10,000                   Average
12/31/95    Investment    Cumulative     Annual
<S>         <C>          <C>            <C>

One Year    $    12,778         27.78%    27.78%
Inception2  $    12,747         27.47%    11.74%
</TABLE>


1The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 3,250 corporate and government securities.  The Index
is  comprised  of investment grade securities with maturities greater than one
year  but  less  than  ten years.  The Balanced Index is 50% Standard & Poor's
(S&P) 500 Total Return Index and 50% Lehman Brothers Aggregate Bond Index. The
S&P  500 Total Return Index is an unmanaged capitalization-weighted measure of
500  widely held common stocks listed on the New York Stock Exchange, American
Stock  Exchange,  and  Over-The-Counter market.  The Lehman Brothers Aggregate
Bond Index is a market valued weighted measure of approximately 5,355
corporate, government, and mortgage backed securities.  The Index is comprised
of  investment  grade securities with maturities greater than one year.   Both
Indices'    returns assume reinvestment of income and, unlike Fund returns, do
not reflect any fees or expenses.

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

[GRAPHIC]
LINE CHART               
               
Data for Line Chart to follow:               
               
<TABLE>             
<CAPTION>           
               
               Manning & Napier    Lehman Brothers     
               Blended Asset       Intermediate Bond   
               Series II           Index               Balanced Index
               
<S>            <C>                 <C>                 <C>
12-Oct-93*          10,000                   10,000         10,000
               
31-Dec-93            9,982                    9,956         10,056
               
30-Jun-94            9,662                    9,695          9,691
               
31-Dec-94           10,333                    9,764          9,976
               
30-Jun-95           12,621                   10,701         11,551
               
31-Dec-95           13,707                   11,261         12,747
               
               
</TABLE>            
               
* Inception date              


                                   3

<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995

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

COMMON STOCK - 45.75%

Air Transportation - 4.62%
   Air Courier Services - 3.34%
   Federal Express Corp.*                                       9,275  $   685,191 

   Air Transportation, Scheduled Services - 1.28%
   AMR Corp.*                                                   3,550      263,587 
                                                                           948,778 

Amusement & Recreational Services - 0.04%
   Mountasia Entertainment International, Inc.*                 1,675        8,061 

Apparel - 2.82%
   VF Corp.                                                    10,975      578,931 

Business Services - 1.24%
   Employment Services - 0.05%
   Barrett Business Services, Inc.*                               725       10,694 

   Software - 1.19%
   Black Box Corp.*                                             1,100       18,013 
   Borland International, Inc.*                                 4,100       67,650 
   Caere Corp.*                                                   875        6,234 
   Electronic Arts, Inc.*                                         500       13,063 
   Informix Corp.*                                                700       21,000 
   Oracle Corp.*                                                  750       31,781 
   Parametric Technology Corp.*                                   250       16,625 
   Symantec Corp.*                                              2,975       69,169 
                                                                           243,535 
                                                                           254,229 
Chemicals & Allied Products - 1.86%
   Biological Products - 0.58%
   Alliance Pharmaceutical Corp.*                               8,075      110,022 
   Human Genome Sciences, Inc.*                                   225        8,606 
                                                                           118,628 

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

                                   4
<PAGE>

Investment Portfolio - December 31, 1995

                                                                          Value
                                                             Shares      (Note 2)
                                   

Chemical & Allied Products (continued)
   Household Products - 0.86%
   Procter & Gamble Co.                                         2,125  $   176,375 

   Industrial Organic Chemicals - 0.37%
   International Specialty Products, Inc.                       7,025       76,397 
  
   Pharmaceutical Preparation - 0.05%
   Penederm, Inc.*                                                925       10,522 
                                                                           381,922 
Communications - 5.55%
   Television and Radio Broadcasting Stations - 0.02%
   Children's Broadcasting Corp.*                                 625        3,906 
  
   Telephone Communications - 5.53%
   BCE, Inc.                                                    6,650      229,425 
   Cable & Wireless Plc. - ADR                                 12,600      266,175 
   NYNEX Corp.                                                  8,400      453,600 
   Telefonica de Espana - ADR                                   4,450      186,344 


                                                                         1,135,544 
                                                                         1,139,450 
Crude Petroleum & Natural Gas - 3.66%
   Burlington Resources, Inc.                                  10,050      394,463 
   Mesa, Inc*.                                                  3,775       14,156 
   Seagull Energy Corp.*                                       15,350      341,537 
                                                                           750,156 
Educational Services - 0.16%
   Westcott Communications, Inc.*                               2,350       32,312 

Electronics & Electrical Equipment - 7.71%
   Electronic Components - 0.14%
   Planar Systems, Inc.*                                        1,450       27,731 

   Household Applicances - 3.01%
   Sunbeam Corporation, Inc.                                   21,900      333,975 
   Whirlpool Corp.                                              5,325      283,556 
                                                                           617,531 

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

                                   5
<PAGE>

Investment Portfolio - December 31, 1995

                                                                          Value
                                                             Shares      (Note 2)
                                                            
Electronics & Electrical Equipment (continued)
   Lighting Equipment - 1.62%
   Coleman Company, Inc.*                                         800  $    28,100 
   Raychem Corp.                                                5,350      304,281 
                                                                           332,381 
   Telecommunication Equipment - 2.94%
   ADC Telecommunications, Inc.*                                  200        7,300 
   BroadBand Technologies, Inc.*                                2,075       33,719 
   ECI Telecommunications Ltd.                                    925       21,102 
   General DataComm Industries, Inc.*                           2,725       46,666 
   General Instrument Corp.*                                   20,125      470,422 
   Motorola, Inc.                                                 225       12,825 
   Northern Telecom Ltd.                                          250       10,750 
                                                                           602,784 
                                                                         1,580,427 
Engineering Services - 0.37%
   Jacobs Engineering Group, Inc.*                              3,000       75,000 

Fabricated Metal Products - 0.33%
   Keystone International, Inc.                                 1,400       28,000 
   Material Sciences Corp.*                                     2,275       33,841 
   Medalist Industries*                                         1,100        6,600 
                                                                            68,441 
Food - 0.07%
   J & J Snack Foods Corp.*                                       700        7,700 
   Grist Mill Co.*                                                750        5,531 
                                                                            13,231 
Glass Products - 1.06%
   Corning, Inc.                                                6,625      212,000 
   Libbey, Inc.                                                   250        5,625 
                                                                           217,625 

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

                                   6
<PAGE>

Investment Portfolio - December 31, 1995

                                                                          Value
                                                             Shares      (Note 2)
                                   

Health Services - 2.20%
   Doctors Offices & Clinics - 1.83%
   Caremark International, Inc.                                20,075  $   363,859 
   Coastal Physician Group, Inc.*                                 875       11,812 
                                                                           375,671 
   Home Health Care Services - 0.22%
   Health Management, Inc.*                                     2,925       38,756 
   Quantum Health Resources, Inc.*                                625        6,133 
                                                                            44,889 
   Hospitals - 0.13%
   Rehabcare Group, Inc.*                                       1,425       27,431 

   Specialty Outpatient Services - 0.02%
   U.S. Physical Therapy, Inc.*                                   375        4,312 
                                                                           452,303 
Industrial & Commercial Machinery - 0.31%
   Computer Peripheral Equipment - 0.14%
   Digital Equipment Corp.*                                       275       17,634 
   PSC, Inc.*                                                   1,200       11,100 
                                                                            28,734 
   Printing Trades Equipment - 0.17%
   Scitex Corp.                                                 2,525       34,403 
                                                                            63,137 
Office & Business Equipment - 0.13%
   BT Office Products International, Inc.*                      1,700       27,200 

Plastic Products - 0.11%
   Carlisle Plastics, Inc.*                                     1,125        5,062 
   Sun Coast Industries ,Inc.*                                  2,575       17,381 
                                                                            22,443 
Primary Metal Industries - 0.15%
   American Superconductor Corp.*                                 800       11,600 
   Gibraltar Steel Corp.*                                       1,600       19,400 
                                                                            31,000 

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

                                   7
<PAGE>

Investment Portfolio - December 31, 1995

                                                                          Value
                                                             Shares      (Note 2)
                                   

Printing & Publishing - 0.05%
   Playboy Enterprises, Inc. - Class A*                           500  $     4,375 
   Playboy Enterprises, Inc. - Class B*                           600        5,025 
                                                                             9,400 
Restaurants - 2.47%
   McDonald's Corp.                                            10,800      487,350 
   Quantum Restaurant Group, Inc.*                              1,650       18,563 
                                                                           505,913 
Retail - 6.57%
   Retail Home Furnishing Stores - 0.16%
   Pier 1 Imports, Inc.                                         2,961       33,681 

   Retail - Shoe Stores - 0.80%
   Brown Group, Inc.                                           11,525      164,231 
   Retail Specialty Stores - 5.50%
   Fabri-Centers of America - Class A*                          1,650       21,863 
   Fabri-Centers of America - Class B*                          1,800       19,350 
   Fingerhut Companies, Inc.                                   23,025      319,472 
   Gander Mountain, Inc.*                                       1,300        8,613 
   Hancock Fabrics, Inc.                                       12,700      114,300 
   Home Depot, Inc.                                            10,500      502,688 
   Michaels Stores, Inc.*                                      10,375      142,656 
                                                                         1,128,942 
   Retail - Variety Stores - 0.11%
   Family Dollar Stores, Inc.                                   1,625       22,344 
                                                                         1,349,198 
Shoes - 0.10%
   Wolverine World Wide, Inc.                                     662       20,853 

Technical Instruments & Supplies - 2.35%
   Industrial Instruments - 0.19%

   Measurex Corp.                                               1,400       39,550 
   Photographic Equipment & Supplies - 2.10%
   Eastman Kodak Co.                                            6,450      432,150 


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

                                   8
<PAGE>

Investment Portfolio - December 31, 1995

                                                            Shares/       Value
                                                       Principal Amount  (Note 2)
                                   
Technical Instruments & Supplies (continued)

   Surgical & Medical Instruments - 0.06%
   Allied Healthcare Products, Inc.                               250  $     4,000 
   SpaceLabs Medical, Inc.*                                       300        8,625 
                                                                            12,625 
                                                                           484,325 
Textiles - 0.07%
   Fieldcrest Cannon, Inc.*                                       825       13,716 

Utilities - Electric - 1.75%
   Enersis S.A. - ADR.                                         12,600      359,100 

TOTAL COMMON STOCK
   (Identified Cost $8,751,090)                                          9,387,151 

U.S. TREASURY SECURITIES - 51.05%

   U.S. Treasury Bonds - 21.59%
   U.S. Treasury Bond, 7.25%, 5/15/16                      $   25,000       28,547 
   U.S. Treasury Bond, 7.875%, 2/15/21                        700,000      861,656 
   U.S. Treasury Bond, 7.25%, 8/15/22                       1,020,000    1,180,969 
   U.S. Treasury Bond, 7.50%, 11/15/24                      1,400,000    1,681,750 
   U.S. Treasury Bond, 6.875%, 8/15/25                        600,000      676,875 
   Total U.S. Treasury Bonds
   Identified Cost $3,933,540)                                           4,429,797 

   U.S. Treasury Notes - 25.56%
   U.S. Treasury Note, 6.125%, 7/31/96                        700,000      703,500 
   U.S. Treasury Note, 7.50%, 12/31/96                        500,000      511,094 
   U.S. Treasury Note, 5.50%, 9/30/97                          40,000       40,200 
   U.S. Treasury Note, 5.375%, 11/30/97                       100,000      100,312 
   U.S. Treasury Note, 4.75%, 10/31/98                         45,000       44,395 
   U.S. Treasury Note, 5.125%, 11/30/98                        15,000       14,944 
   U.S. Treasury Note, 6.875%, 8/31/99                        145,000      152,341 
   U.S. Treasury Note, 7.75%, 12/31/99                         20,000       21,713 
   U.S. Treasury Note, 7.125%, 2/29/00                        545,000      580,425 
   U.S. Treasury Note, 6.25%, 5/31/00                       2,700,000    2,791,967 
   U.S. Treasury Note, 6.125%, 9/30/00                        225,000      232,031 
   U.S. Treasury Note, 6.25%, 2/15/03                          50,000       52,188 
   Total U.S. Treasury Notes
   (Identified Cost $5,126,238)                                          5,245,110 


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

                                   9
<PAGE>

Investment Portfolio - December 31, 1995

                                                            Shares/       Value
                                                       Principal Amount  (Note 2)
                                   

   U.S. Treasury Bills - 3.90%
   U.S. Treasury Bill, 1/11/96 (Identified Cost $799,333)  $  800,000  $   799,333 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $9,859,111)                                         10,474,240 

SHORT-TERM INVESTMENTS - 1.91%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $391,597)                                 391,597      391,597 

TOTAL INVESTMENTS - 98.71%
   (Identified Cost $19,001,798)                                        20,252,988 

OTHER ASSETS, LESS LIABILITIES - 1.29%                                     265,947 

NET ASSETS - 100%                                                      $20,518,935 
</TABLE>



* Non-income producing security

<TABLE>

<CAPTION>

Federal Tax Information:

At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of  $19,001,798 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $1,659,102 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value            (407,912)

Unrealized appreciation  -  net                              $1,251,190 
</TABLE>



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


                                   10

<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                             <C>

ASSETS:
Investments, at value (Identified cost, $19,001,798) (Note 2)   $20,252,988
Cash                                                                126,438
Interest receivable                                                 153,028
Receivable for securities sold                                      109,560
Dividends receivable                                                 14,367
Prepaid expense                                                         579
TOTAL ASSETS                                                     20,656,960

LIABILITIES:
Accrued management fees (Note 3)                                     24,026
Accrued Directors fees (Note 3)                                       1,818
Accrued transfer agent fees (Note 3)                                    400
Payable for fund shares redeemed                                     95,748
Audit fee payable                                                    12,471
Other payables and accrued expenses                                   3,562
TOTAL LIABILITIES                                                   138,025

NET ASSETS FOR 1,717,706 SHARES outstanding                     $20,518,935

NET ASSETS CONSIST OF:
Capital stock                                                   $    17,177
Additional paid - in - capital                                   19,114,718
Undistributed net investment income                                   1,301
Accumulated net realized gain on investments                        134,549
Net unrealized appreciation on investments                        1,251,190
TOTAL NET ASSETS                                                $20,518,935

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
   ($20,518,935/1,717,706 shares)                               $     11.95
</TABLE>



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


                                   11
<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>


INVESTMENT INCOME:
Interest                                                  $  376,523 
Dividends                                                    115,733 
Total Investment Income                                      492,256 

EXPENSES:
Management fees (Note 3)                                     131,695 
Directors fees (Note 3)                                        7,297 
Transfer agent fees (Note 3)                                   3,161 
Audit fee                                                     14,725 
Custodian fees                                                 9,600 
Registration & filing fees                                     7,461 
Miscellaneous                                                  1,763 
Total Expenses                                               175,702 

Less Waiver of Expenses (Note 3)                             (17,669)

Net Expenses                                                 158,033 

NET INVESTMENT INCOME                                        334,223 

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments (identified cost basis)   1,934,431 
Net change in unrealized appreciation on investments       1,107,105 
NET REALIZED AND UNREALIZED
   GAIN ON INVESTMENTS                                     3,041,536 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $3,375,759 
</TABLE>



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


                                   12
<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets


                                                          For the       For the
                                                         Year Ended    Year Ended
                                                          12/31/95      12/31/94
<S>                                                     <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                   $   334,223   $    79,300 
Net realized gain on investments                          1,934,431        82,328 
Net change in unrealized appreciation on investments      1,107,105       144,417 
Net increase in net assets from operations                3,375,759       306,045 

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                 (330,774)      (78,792)
From net realized gains                                  (1,817,057)      (64,338)
Total distributions to shareholders                      (2,147,831)     (143,130)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                 12,077,417     6,575,676 

Net increase in net assets                               13,305,345     6,738,591 

NET ASSETS:

Beginning of period                                       7,213,590       474,999 

End of period (including undistributed net investment
   income of $1,301 and $1,098, respectively)           $20,518,935   $ 7,213,590 
</TABLE>



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


                                   13
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights


                                                                                 For the Period
                                                                                    10/12/93
                                                      For the       For the      (commencement
                                                     Year Ended    Year Ended    of operations)
                                                      12/31/95      12/31/94      to 12/31/93
<S>                                                 <C>           <C>           <C>

Per share data (for a share outstanding
throughout each period)

Net asset value  -  Beginning of period             $     10.12   $      9.98   $         10.00 

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

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

Net asset value  -  End of period                   $     11.95   $     10.12   $          9.98 

Total return1                                             32.64%         3.52%           (0.18)%

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

Portfolio turnover                                           63%           19%                0%

Average Commission Rate Paid                        $    0.0635             -                 - 

Net Assets - End of period (000s omitted)           $    20,519   $     7,214   $           475 

*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 for
the  period  ended December 31, 1993, expenses would have been limited to that
required by state securities law.

**The investment advisor waived a portion of its management fee.
If  the  full expenses had been incurred by the Fund in either instance above,
the net investment income per share and the ratios would have been as follows:

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

1Represents aggregate total return for the period indicated.

2Annualized.
</TABLE>



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

                                   14

<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   Blended Asset Series II (the "Fund") is a no-load diversified series of
   Manning & Napier Fund, Inc. (the "Corporation").  The Corporation is
   organized  as  a Maryland Corporation and is registered under the Investment
   Company Act of 1940, as amended, as an open-end management investment
   company.
   
   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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which 50 million have been designated as Blended Asset Series II Class L
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Portfolio securities, including domestic equities, foreign equities,
   options  and corporate bonds, listed on an exchange are valued at the latest
   quoted sales price of the exchange on which the security is traded most
   extensively.  Securities not traded on valuation date or securities not
   listed on an exchange are valued at the latest quoted bid price.
   
   Debt securities, including government bonds and mortgage backed
   securities, will normally be valued on the basis of evaluated bid prices.
   
   Securities for which representative prices are not available from the
   Fund's  pricing service are valued at fair value as determined in good faith
   by the Fund's Board of Directors.
   
   Short-term investments that mature in sixty (60) days or less are valued
   at amortized cost.
   
   SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
   Security transactions are accounted for on the date the securities are
   purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
   Interest income and expenses are recorded on an accrual basis.
  
   Most expenses of the Corporation can be attributed to a specific fund. 
   Expenses which cannot be directly attributed are apportioned among the funds
   in the Corporation.
   
   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.
   
                                   15
<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.
   
   The Fund hereby designates $231,293 as dividends from capital gains for
   the year ended December 31, 1995.

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 $131,695 for the year ended
   December 31, 1995.
   
   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 $3,161 for the year ended December 31, 1995.
   
                                   16
<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 waived fees of $17,669 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 $7,297 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $16,627,058  and  $7,458,813,  respectively, for the year ended December 31,
   1995.

5. CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>

   Transactions in shares of Blended Asset Series II Class L Common Stock were:


                    For the Year Ended                 For the Year Ended
                        12/31/95                           12/31/94
                  Shares            Amount           Shares           Amount
            -------------------  ------------  -------------------  -----------
<S>         <C>                  <C>           <C>                  <C>

Sold                   891,550   $10,731,657              661,133   $6,534,790 
Reinvested             180,298     2,145,684               14,156      143,210 
Redeemed               (66,963)     (799,924)             (10,085)    (102,324)
Total                1,004,885   $12,077,417              665,204   $6,575,676 
</TABLE>



6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options,  forward  foreign currency exchange contracts, and futures
   contracts and may involve, to a varying degree, elements of risk in excess 
   of the amounts recognized for financial statement purposes.  No such 
   investments were held by the Fund on December 31, 1995.


                                   17

<PAGE>

Independent Auditors' Report

To the Directors of Manning & Napier Fund, Inc.
and Shareholders of Blended Asset Series II:

We have audited the accompanying statement of assets and liabilities,
including the investment portfolio, of Blended Asset Series II (one of the
series constituting Manning & Napier Fund, Inc.) as of December 31, 1995,
the related statement of operations for the year then ended, the statement
of changes in net assets for the years ended
December 31, 1995 and 1994, and the financial highlights for each of the years
in the three year period ended December 31, 1995.  These financial
statements and financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on
these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of investments owned at
December 31,1995 by correspondence with the custodian. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits  provide a reasonable basis for
our opinion.

In our opinion, such financial statements and financial highlights present
fairly, in all material respects, the financial position of Blended Asset
Series II at December 31, 1995, the results of its operations,  the changes
in its net assets, and its  financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
February 2, 1996

                                   18
<PAGE>                                   
<PAGE>

                        Manning & Napier Fund, Inc.


                           Flexible Yield Series I

                                Annual Report
                              December 31, 1995


<PAGE>

Management Discussion and Analysis

DEAR SHAREHOLDERS:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.
With the exception of money market funds and cash equivalents, it is difficult
to  find  a sector of the fixed income marketplace that did not turn in double
digit  returns.  Even the lowly two-year U.S. Treasury note returned more than
11%.  Who says bonds are boring?

But  it  was  the  worst of times because the attractive yields and compelling
values  that  were  plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there are many, who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.

                                   1
<PAGE>

Management Discussion and Analysis (continued)

The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans and the Democrats proposed long- term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed interest in fiscal responsibility.

Another  factor  in bonds strong showing was the renewed interest that foreign
investors  were  showing  in  U.S. financial markets.  At the beginning of the
year,  the  dollar  had  fallen to such low levels that foreign investors were
drawn to its good relative value.  Once the dollar started to appreciate,
foreign investors were drawn to its capital appreciation potential.  Remember,
foreign  investors  do not simply buy U.S. dollars, they invest the dollars in
U.S. assets, with the bond market being one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994 
increase, falling from  just above 8% in November of 1994 to 5.95% at the end 
of 1995. The total returns were staggering, rivaling some of the best calender 
years on record.

The  Flexible  Yield  Series I, which holds short-term bonds, provided a total
return  of  10.79%  for 1995.  For comparison purposes, the Merrill Lynch U.S.
Treasury Short-Term index returned 11.00%.  Given that the index does not
account  for  the realities of fees and trading costs, this Series performance
was very competitive.

                                   2
<PAGE>

Management Discussion and Analysis (continued)
                                   
Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.  As we begin 1996, the market is already discounting what can be
referred  to  as  the best case scenario, moderate economic growth with little
inflationary  pressure.    New  variables would have to emerge to drive yields
sharply lower (i.e. even slower growth, draconian budget cuts, etc...). 
Nevertheless,  our analysis shows that the long-term secular factors that have
driven  rates  lower  in  a saw-tooth fashion over the last 15 years are still
firmly in place, and we believe that rates, over the longer-term, will
continue to move lower.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Effective Maturity

More than 4 Years - 31%
3-4 Years - 25%
2-3 Years - 20%
1-2 Years - 24%

                                   3
<PAGE>
                                   
Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible  Yield   Series I from its inception (2/15/94) to present  (12/31/95)
as compared to the Merrill Lynch U.S. Treasury Short-Term Index.1

<TABLE>

<CAPTION>

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


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,079         10.79%    10.79%
Inception2  $           10,995          9.95%     5.18%
</TABLE>



<TABLE>

<CAPTION>

Merrill Lynch  U.S. Treasury Short-Term Index


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,100         11.00%    11.00%
Inception2  $           11,133         11.33%     5.88%
</TABLE>



1Merrill Lynch U.S. Treasury Short-Term Index is a market value weighted
measure  of approximately 60 U.S. Treasury securities.  The Index is comprised
of  U.S.  Treasury  securities  with maturities greater than one year but less
than three years.  The Index returns assume reinvestment of coupons and,
unlike Fund returns, do not reflect any fees or expenses.

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

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    Merrill Lynch
               Flexible Yield      U.S. Treasury 
               Series I            Short-Term Index
                              
<S>            <C>                 <C>
15-Feb-94*          10,000              10,000
          
31-Mar-94            9,930               9,923
          
30-Jun-94            9,860               9,931
          
30-Sep-94            9,930              10,029
          
31-Dec-94            9,924              10,030
          
31-Mar-95           10,211              10,366
          
30-Jun-95           10,573              10,699
          
30-Sep-95           10,709              10,859
          
31-Dec-95           10,995              11,133
          
          
</TABLE>       
          
* Inception date         

                                   4
<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995


                                                   Principal       Value
                                                 Amount/Shares   (Note 2)
<S>                                              <C>             <C>

U.S. TREASURY SECURITIES - 106.2%
U.S. Treasury Notes
   U.S. Treasury Note, 7.50%, 1/31/97            $        5,000  $  5,120 
   U.S. Treasury Note, 4.75%, 2/15/97                    14,000    13,930 
   U.S. Treasury Note, 6.50%, 4/30/97                    45,000    45,760 
   U.S. Treasury Note, 5.125%, 2/28/98                   15,000    14,967 
   U.S. Treasury Note, 6.125%, 5/15/98                   35,000    35,689 
   U.S. Treasury Note, 7.125%, 10/15/98                   5,000     5,239 
   U.S. Treasury Note, 5.00%, 1/31/99                    20,000    19,850 
   U.S. Treasury Note, 6.50%, 4/30/99                    25,000    25,914 
   U.S. Treasury Note, 6.875%, 8/31/99                   20,000    21,013 
   U.S. Treasury Note, 7.75%, 1/31/00                    20,000    21,731 
   U.S. Treasury Note, 6.75%, 4/30/00                    60,000    63,150 
TOTAL U.S. TREASURY SECURITIES
   (Identified  Cost $265,053)                                    272,363 

SHORT-TERM INVESTMENTS - 7.0%
   Dreyfus U.S. Treasury Money Market Reserves
     (Identified Cost $17,920)                           17,920    17,920 

TOTAL INVESTMENTS - 113.2%
   (Identified Cost, $282,973)                                    290,283 

LIABILITIES, LESS OTHER ASSETS  - (13.2)%                         (33,829)

NET ASSETS - 100%                                                $256,454 
</TABLE>



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

                                   5
<PAGE>

<TABLE>

<CAPTION>

Federal Tax Information - December 31, 1995

Federal Tax Information:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $282,973 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $7,310

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value               0

Unrealized appreciation - net                                $7,310
</TABLE>




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

                                   6
<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                         <C>

ASSETS:
Investments, at value (Identified cost, $282,973) (Note 2)  $290,283 
Cash                                                              50 
Interest receivable                                            3,993 
Receivable from investment advisor (Note 3)                   16,023 
TOTAL ASSETS                                                 310,349 

LIABILITIES:
Accrued Directors fees (Note 3)                                6,791 
Audit fee payable                                              7,533 
Payable for fund shares redeemed                              34,368 
Other payables and accrued expenses                            5,203 
TOTAL LIABILITIES                                             53,895 

NET ASSETS FOR 24,989 SHARES OUTSTANDING                    $256,454 

NET ASSETS CONSIST OF:
Capital stock                                               $    250 
Additional paid-in-capital                                   249,409 
Undistributed  net investment income                              12 
Accumulated net realized loss on investments                    (527)
Net unrealized appreciation on investments                     7,310 
TOTAL NET ASSETS                                            $256,454 

ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE  PER SHARE
   ($256,454/24,989 shares)                                 $  10.26 
</TABLE>



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

                                   7
<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $ 19,872 

EXPENSES:
Management fee (Note 3)                                      1,221 
Directors fees (Note 3)                                      6,791 
Transfer agent fees (Note 3)                                    84 
Audit fee                                                   10,400 
Custodian fee                                                  600 
Miscellaneous                                                  608 
Total Expenses                                              19,704 

Less Waiver of Expenses (Note 3)                           (17,244)

Net Expenses                                                 2,460 

NET INVESTMENT INCOME                                       17,412 

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments (identified cost basis)       321 
Net change in unrealized appreciation on investments        12,825 
NET REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS                                              13,146 

INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                             $ 30,558 
</TABLE>


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

                                   8
                                   

<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets


                                                                       For the Period
                                                                          2/15/94
                                                          For the      (commencement
                                                         Year Ended    of operations)
                                                          12/31/95      to 12/31/94
<S>                                                     <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                   $    17,412   $         5,603 
Net realized gain/(loss) on investments                         321              (848)
Net change in unrealized appreciation (depreciation)
   on investments                                            12,825            (5,515)
Net increase (decrease) in net assets from operations        30,558              (760)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                  (17,292)           (5,444)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                     12,347           237,045 

Net increase in net assets                                   25,613           230,841 

NET ASSETS:

Beginning of period                                         230,841                 - 

End of period (including undistributed net investment
   income of $12 and $159, respectively)                $   256,454   $       230,841 
</TABLE>




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

                                   9
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights


                                                                          For the period
                                                                             2/15/94
                                                             For the      (commencement
                                                            Year Ended    of operations)
                                                             12/31/95      to 12/31/94
<S>                                                        <C>           <C>

Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period                      $      9.69   $         10.00 

Income from investment operations:
   Net investment income                                         0.464             0.241 
   Net realized and unrealized gain (loss) on investments        0.566            (0.317)
Total from investment operations                                 1.030            (0.076)

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

Net asset value - End of period                            $     10.26   $          9.69 

Total return1                                                    10.79%           (0.76)%

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

Portfolio turnover                                                  60%               38%

Net Assets - End of period                                 $   256,454   $       230,841 

*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 and the net
investment income per share and the ratios would have been as follows:

       
Net investment income                                      $     0.297   $         0.143 
Ratios (to average net assets):  
   Expenses                                                      2.50%             2.50%2 
Net investment income                                            3.19%             2.61%2

1Represents aggregate total return for the period indicated

2Annualized
</TABLE>



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

                                   10
<PAGE>

Notes to Financial Statements

1. ORGANIZATION                  
   Flexible Yield Series I (the "Fund") is a no-load diversified series of
   Manning & Napier Fund, Inc. (the "Corporation").  The Corporation is
   organized  as  a Maryland Corporation and is registered under the Investment
   Company Act of 1940, as amended, as an open-end management investment
   company.
   
   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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which 50 million have been designated as Flexible Yield Series I Class M
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Portfolio securities listed on an exchange are valued at the latest
   quoted sales price of the exchange on which the security is traded most
   extensively.  Securities not traded on valuation date or securities not
   listed on an exchange are valued at the latest quoted bid price.
   
   Debt securities, including government bonds and mortgage backed
   securities, will normally be valued on the basis of evaluated bid prices.
   
   Securities for which representative prices are not available from the
   Fund's  pricing service are valued at fair value as determined in good faith
   by the Fund's Board of Directors.
   
   Short-term investments that mature in sixty (60) days or less are valued
   at amortized cost.
   
   SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
   Security transactions are accounted for on the date the securities are
   purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
   Interest income and expenses are recorded on an accrual basis.
   
   Most expenses of the Corporation can be attributed to a specific fund. 
   Expenses which cannot be directly attributed are apportioned among the funds
   in the Corporation.
   
   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)

   At December 31, 1995, the Fund, for federal income tax purposes, had a
   capital loss carryforward of $527.  Of this amount, $452 will expire on
   December 31, 2002 and $75 will expire on December 31, 2003.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of net investment income are made
   quarterly.  Distributions are recorded on the ex-dividend date. 
   Distributions of net realized gains are distributed annually.  An additional
   distribution may be necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses, character reclassification 
   between net income and net gains, or other required tax adjustments.  As a 
   result, net investment income (loss) and net investment gain (loss) on 
   investment transactions for a reporting period may differ significantly 
   from distributions to shareholders during such period.  As a result, the 
   Fund may periodically make reclassification among its capital accounts 
   without impacting the Fund's net asset value.

3. TRANSACTIONS WITH AFFILIATES
   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc. (the "Advisor"), for which  the Fund pays the Advisor a fee,
   computed daily and payable monthly, at an annual rate of 0.35% of the Fund's
   average daily net assets.  The fee amounted to $1,221 for the year ended
   December 31, 1995.
   
   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 $84 for the year ended December 31, 1995.
   
                                   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 0.70% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses
   amounting to $16,023 for the year ended
   December 31, 1995, 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 $6,791 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $279,913 and $145,715, respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of Flexible Yield Series I Class M Common Stock were:

                                            For the Period 2/15/94
                    For the Year        (Commencement of Operations)
                   Ended 12/31/95               to 12/31/94
<S>         <C>              <C>         <C>               <C>

            Shares           Amount      Shares            Amount
            ---------------  ----------  ----------------  ---------
Sold                42,563   $ 433,846            31,143   $309,689 
Reinvested           1,658      16,778               562      5,444 
Redeemed           (43,058)   (438,277)           (7,879)   (78,088)
Total                1,163   $  12,347            23,826   $237,045 
</TABLE>

   The Advisor owned 3,924 shares on December 31, 1995 and 3,750 shares on
   December 31, 1994.

6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on
   December 31, 1995.

                                   13
<PAGE>


Independent Auditors Report


To the Directors of Manning & Napier  Fund, Inc.
and Shareholders of Flexible Yield  Series I:

We have audited the accompanying statement of assets and liabilities,
including the investment portfolio,of Flexible Yield Series I (one of the
series  constituting Manning & Napier Fund, Inc.) as of December 31, 1995, the
related  statement of operations for the year then ended, and the statement of
changes  in  net assets and the financial highlights for each of the two years
in the period then ended.  These financial statements and financial highlights
are the responsibility of the Funds management.  Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  Our
procedures  included confirmation of investments owned at December 31, 1995 by
correspondence with the custodian.  An audit also includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material  respects, the financial position of Flexible Yield
Series  I  at December 31, 1995, the results of its operations, the changes in
its net assets and its financial highlights for the respective stated periods 
in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
February 2, 1996

                                   14
<PAGE>
<PAGE>

                        Manning & Napier Fund, Inc.


                           Flexible Yield Series II
                                Annual Report
                              December 31, 1995


<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS


Dear Shareholders:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.
With the exception of money market funds and cash equivalents, it is difficult
to  find  a sector of the fixed income marketplace that did not turn in double
digit  returns.  Even the lowly two-year U.S. Treasury note returned more than
11%.  Who says bonds are boring?

But  it  was  the  worst of times because the attractive yields and compelling
values  that  were  plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there were many,  who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
  At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.

                                   1

<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS (continued)


The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans and the Democrats proposed long- term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed interest in fiscal responsibility.

Another  factor  in bonds strong showing was the renewed interest that foreign
investors  were  showing  in  U.S. financial markets.  At the beginning of the
year,  the  dollar  had  fallen to such low levels that foreign investors were
drawn to its good relative value.  Once the dollar started to appreciate,
foreign investors were drawn to its capital appreciation potential.  Remember,
foreign  investors  do not simply buy U.S. dollars, they invest the dollars in
U.S. assets, with the bond market being one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994
increase,  falling  from just above 8% in November of 1994 to 5.95% at the end
of 1995. The total returns were staggering, rivaling some of the best calender
years on record.

The  Flexible  Yield  Series II, which holds intermediate-term bonds, returned
17.33%  last  year.     Comparing that to the performance of the Merrill Lynch
Intermediate  Corporate/Government Index at 15.33% illustrates just how strong
the  performance of the Series was.  Outperforming a fixed income benchmark by
two  percent is very difficult because, unlike fund returns, benchmarks do not
reflect fees or expenses.

                                   2
<PAGE>

MANAGEMENT DISCUSSION AND ANALYSIS (continued)

Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.  As we begin 1996, the market is already discounting what can be
referred  to  as  the best case scenario, moderate economic growth with little
inflationary  pressure.    New  variables would have to emerge to drive yields
sharply lower (i.e. even slower growth, draconian budget cuts, etc...). 
Nevertheless,  our analysis shows that the long-term secular factors that have
driven  rates  lower  in  a saw-tooth fashion over the last 15 years are still
firmly in place, and we believe that rates, over the longer-term, will
continue to move lower.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Effective Maturity

More than 7 Years - 41%
5-7 Years - 12%
3-5 Years - 26%
2-3 Years - 5%
1-2 Years - 16%

                                   3
<PAGE>


Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible  Yield  Series II from its inception (2/15/94) to present  (12/31/95)
as compared to the Merrill Lynch Corporate/Government Intermediate Index.1

<TABLE>

<CAPTION>

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


                                       Total Return
Through     Growth of $10,000                   Average
12/31/95        Investment      Cumulative      Annual
<S>         <C>                 <C>          <C>

One Year    $           11,733       17.33%         17.33%
Inception2  $           11,182       11.82%          6.14%
</TABLE>



<TABLE>

<CAPTION>

Merrill Lynch Corporate/Government Intermediate Index


                                       Total Return
Through     Growth of $10,000                   Average
12/31/95        Investment      Cumulative      Annual
<S>         <C>                 <C>          <C>

One Year    $           11,533       15.33%         15.33%
Inception2  $           11,301       13.01%          6.73%
</TABLE>



1The  Merrill  Lynch Corporate/Government Intermediate Index is a market value
weighted  measure  of approximately 4,900 corporate and government bonds.  The
Index  is comprised of investment grade bonds with maturities greater than one
year but less than ten years.  The Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or expenses.

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

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    Merrill Lynch
               Flexible Yield      Corporate/Government
               Series II           Intermediate Index
          
<S>            <C>                 <C>
15-Feb-94*          10,000                  10,000
          
31-Mar-94            9,670                   9,782
          
30-Jun-94            9,510                   9,727
          
30-Sep-94            9,540                   9,804
          
31-Dec-94            9,531                   9,799
          
31-Mar-95            9,973                  10,227
          
30-Jun-95           10,576                  10,737
          
30-Sep-95           10,733                  10,913
          
31-Dec-95           11,182                  11,301
          
          
</TABLE>       
          
* Inception date         

                                   4
<PAGE>                                   

<TABLE>

<CAPTION>

INVESTMENT PORTFOLIO - DECEMBER 31, 1995


                                               Shares/Principal     Value
                                                   Amount          (Note 2)

<S>                                           <C>                <C>

U.S. TREASURY SECURITIES - 98.6%

U.S. Treasury Notes
   U.S. Treasury Note, 7.50%, 1/31/97         $        10,000    $    10,241 
   U.S. Treasury Note, 4.75%, 2/15/97                  10,000          9,950 
   U.S. Treasury Note, 6.875%, 2/28/97                 30,000         30,562 
   U.S. Treasury Note, 6.00%, 8/31/97                  20,000         20,244 
   U.S. Treasury Note, 5.125%, 11/30/98                20,000         19,925 
   U.S. Treasury Note, 5.00%, 1/31/99                  15,000         14,887 
   U.S. Treasury Note, 6.50%, 4/30/99                  25,000         25,914 
   U.S. Treasury Note, 5.50%, 4/15/00                  45,000         45,338 
   U.S. Treasury Note, 6.75%, 4/30/00                  25,000         26,312 
   U.S. Treasury Note, 7.875%, 8/15/01                 45,000         50,316 
   U.S. Treasury Note, 5.875%, 2/15/04                 60,000         61,219 
   U.S. Treasury Note, 7.25%, 5/15/04                 105,000        116,812 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $402,840)                                        431,720 

SHORT-TERM INVESTMENTS - 0.6%

Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $2,735)                             2,735          2,735 

TOTAL INVESTMENTS - 99.2%
   (Identified Cost, $405,575)                                       434,455 

OTHER ASSETS, LESS LIABILITIES - 0.8%                                  3,571 

NET ASSETS - 100%                                                $   438,026 
</TABLE>


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

                                   5
<PAGE>

FEDERAL TAX INFORMATION  - DECEMBER 31, 1995
<TABLE>

<CAPTION>

Federal Tax Information:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $405,575 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $28,911 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value              (31)

Unrealized appreciation - net                                $28,880 
</TABLE>



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


                                   6
<PAGE>
<TABLE>

<CAPTION>

STATEMENT OF ASSETS AND LIABILITIES

December 31, 1995


<S>                                                        <C>

ASSETS:
Investments, at value (Identified cost $405,575) (Note 2)  $434,455
Cash                                                             20
Interest receivable                                           6,730
Receivable from investment advisor (Note 3)                  16,519
TOTAL ASSETS                                                457,724

LIABILITIES:
Accrued Directors fees (Note 3)                               6,792
Transfer agent fees payable (Note 3)                            115
Audit fee payable                                             7,533
Other payables and  accrued expenses                          5,258
TOTAL LIABILITIES                                            19,698

NET ASSETS FOR 42,545 SHARES OUTSTANDING                   $438,026

NET ASSETS CONSIST OF:
Capital stock                                              $    425
Additional paid-in-capital                                  405,857
Undistributed net investment income                             363
Accumulated net realized gain on investments                  2,501
Net unrealized appreciation on investments                   28,880
TOTAL NET ASSETS                                           $438,026

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
   ($438,026/42,545 shares)                                $  10.30
</TABLE>



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

                                   7

<PAGE>
<TABLE>

<CAPTION>

STATEMENT OF OPERATIONS

For the Year Ended December 31, 1995


<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $ 29,659 

EXPENSES:
Management fees (Note 3)                                     2,160 
Directors fees (Note 3)                                      6,792 
Transfer agent fees (Note 3)                                   115 
Audit fee                                                   10,400 
Registration and filing fees                                 2,453 
Custodian fees                                                 600 
Total Expenses                                              22,520 

Less Waiver of Expenses (Note 3)                           (18,679)

Net Expenses                                                 3,841 

NET INVESTMENT INCOME                                       25,818 

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:
Net realized gain on investments (identified cost basis)     2,582 
Net change in unrealized appreciation on investments        45,414 
NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                           47,996 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                             $ 73,814 
</TABLE>

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



                                   8
<PAGE>
<TABLE>

<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS


                                                                              For the Period 2/15/94
                                                                 For the          (commencement
                                                                Year Ended      of operations) to
                                                                 12/31/95            12/31/94
<S>                                                            <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                          $    25,818   $                10,888 
Net realized gain on investments                                     2,582                         - 
Net change in unrealized appreciation (depreciation)
   on investments                                                   45,414                   (16,534)
Net increase (decrease) in net assets from operations               73,814                    (5,646)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                         (25,351)                  (10,558)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase (decrease) in net assets from capital
   share transactions (Note 5)                                      (5,951)                  411,718 

Net increase in net assets                                          42,512                   395,514 

NET ASSETS:

Beginning of period                                                395,514                         - 

End of period (including undistributed net investment income
   of $363 and $330, respectively)                             $   438,026   $               395,514 
</TABLE>



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


                                    9
<PAGE>
<TABLE>

<CAPTION>

Financial Highlights


                                                                          For the Period 2/15/94
                                                             For the          (commencement
                                                            Year Ended      of operations) to
                                                             12/31/95            12/31/94
<S>                                                        <C>           <C>

Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period                      $      9.27   $                 10.00 

Income from investment operations:
   Net investment income                                         0.561                     0.269 
   Net realized and unrealized gain (loss) on investments        1.019                    (0.738)
Total from investment operations                                 1.580                    (0.469)

Less distributions to shareholders:
   From net investment income                                   (0.550)                   (0.261)

Net asset value - End of period                            $     10.30   $                  9.27 

Total Return1                                                    17.33%                   (4.69)%

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

Portfolio turnover                                                  35%                        0%

Net Assets - End of period                                 $   438,026   $               395,514 

*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 and
the net investment income per share and the ratios would have been as follows:

Net investment income                                      $     0.384   $                0.184
Ratios (to average net assets):
   Expenses                                                      2.50%                    2.50%2
   Net investment income                                         3.68%                    3.70%2
</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
   Flexible Yield Series II (the "Fund") is a no-load diversified series of
   Manning & Napier Fund, Inc. (the "Corporation").  The Corporation is
   organized  as  a Maryland Corporation and is registered under the Investment
   Company Act of 1940, as amended, as an open-end management investment
   company.
   
   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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which  50  million  have been designated as Flexible Yield Series II Class N
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Portfolio securities listed on an exchange are valued at the latest
   quoted sales price of the exchange on which the security is traded most
   extensively.  Securities not traded on valuation date or securities not
   listed on an exchange are valued at the latest quoted bid price.
   
   Debt securities, including government bonds and mortgage backed
   securities, will normally be valued on the basis of evaluated bid prices.
   
   Securities for which representative prices are not available from the
   Fund's  pricing service are valued at fair value as determined in good faith
   by the Fund's Board of Directors.
   
   Short-term investments that mature in sixty (60) days or less are valued
   at amortized cost.
   
   SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
   Security transactions are accounted for on the date the securities are
   purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
   Interest income and expenses are recorded on an accrual basis.
   
   Most expenses of the Corporation can be attributed to a specific fund. 
   Expenses which cannot be directly attributed are apportioned among the funds
   in the Corporation.
   
   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
   Distributions to shareholders of net investment income are made
   quarterly.  Distributions are recorded on the ex-dividend date. 
   Distributions of net realized gains are distributed annually.  An additional
   distribution may be necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may
   be a result of deferral of certain losses, character reclassification 
   between net income and net gains or other required tax adjustments.  As a 
   result, net investment income (loss) and net investment gain (loss) on 
   investment transactions for a reporting period may differ significantly from
   distributions to shareholders during such period.  As a result, the Fund may
   periodically make reclassifications among its capital accounts without
   impacting the Fund's net asset value.

3. TRANSACTIONS WITH AFFILIATES
   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
   computed daily and payable monthly, at an annual rate of 0.45% of the Fund's
   average daily net assets.  The fee amounted to $2,160 for the year ended
   December 31, 1995.
   
   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 $115 for the year ended December 31, 1995.
   
   The Advisor has voluntarily agreed to waive its fee and, if necessary,
   pay  other  expenses of the Fund in order to maintain total expenses for the
   Fund at no more than 0.80% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses
   amounting to $16,519 for the year ended
   
                                   12
<PAGE>

NOTES TO FINANCIAL STATEMENTS

3. TRANSACTIONS WITH AFFILIATES (continued)                                   
   
   December 31, 1995, 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 $6,792 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $199,216 and $156,035, respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS
   Transactions in shares of Flexible Yield Series II Class N Common Stock
   were:
<TABLE>

<CAPTION>

                                                      For the Period 2/15/94
                    For the Year                   (Commencement of Operations)
                   Ended 12/31/95                          to 12/31/94
                Shares         Amount               Shares              Amount
            ---------------  ----------  ----------------------------  --------
<S>         <C>              <C>         <C>                           <C>

Sold                17,414   $ 173,234                         41,530  $401,160
Reinvested           2,527      25,352                          1,139    10,558
Redeemed           (20,065)   (204,537)                             -         -
Total                 (124)  $  (5,951)                        42,669  $411,718
</TABLE>


   The Advisor owned 13,383 shares on December 31, 1995 and 12,674 shares on
   December 31, 1994.

6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on
   December 31, 1995.


                                   13
<PAGE>

Independent Auditors' Report


To the Directors of Manning & Napier  Fund, Inc.
and Shareholders of Flexible Yield  Series II:

We have audited the accompanying statement of assets and liabilities,
including  the  investment  portfolio, of Flexible Yield Series II (one of the
series  constituting Manning & Napier Fund, Inc.) as of December 31, 1995, the
related  statement of operations for the year then ended, and the statement of
changes  in  net assets and the financial highlights for each of the two years
in the period then ended.  These financial statements and financial highlights
are the responsibility of the Funds management.  Our responsibility is to
express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  Our
procedures  included confirmation of investments owned at December 31, 1995 by
correspondence with the custodian.  An audit also includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material  respects, the financial position of Flexible Yield
Series  II at December 31, 1995, the results of its operations, the changes in
its net assets and its financial highlights for the respective stated periods 
in conformity with generally accepted accounting principles.


Deloitte & Touche LLP


Boston, Massachusetts
February 2, 1996


                                   14
<PAGE>
<PAGE>


                         Manning & Napier Fund, Inc.

                          Flexible Yield Series III
                                Annual Report
                              December 31, 1995


<PAGE>

Management Discussion and Analysis

Dear Shareholders:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.
With the exception of money market funds and cash equivalents, it is difficult
to  find  a sector of the fixed income marketplace that did not turn in double
digit  returns.  Even the lowly two-year U.S. Treasury note returned more than
11%.  Who says bonds are boring?

But  it  was  the  worst of times because the attractive yields and compelling
values  that  were  plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there were many, who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.

                                   1
<PAGE>

Management Discussion and Analysis (continued)
                                   
The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans and the Democrats proposed long- term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed  interest  in fiscal responsibility.

Another factor in bonds' strong showing was
the  renewed  interest  that  foreign investors were showing in U.S. financial
markets.  At the beginning of the year, the dollar had fallen to such low
levels that foreign investors were drawn to its good relative value.  Once the
dollar started to appreciate, foreign investors were drawn to its capital
appreciation  potential.    Remember, foreign investors do not simply buy U.S.
dollars,  they  invest  the dollars in U.S. assets, with the bond market being
one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994
increase,  falling  from just above 8% in November of 1994 to 5.95% at the end
of 1995. The total returns were staggering, rivaling some of the best calender
years on record.

The Flexible Yield Series III, which is unrestricted as to the maturity of the
bonds it holds, provided very attractive returns.  The Series total return for
1995 was 22.09%, three percent higher than the Merrill Lynch
Corporate/Government Index, which returned 19.06%.  Outperforming a fixed
income benchmark by three percent is very difficult because, unlike fund
returns, benchmarks do not reflect fees or expenses.

                                   2
<PAGE>

Management Discussion and Analysis (continued)
                                   
Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.  As we begin 1996, the market is already discounting what can be
referred  to  as  the best case scenario, moderate economic growth with little
inflationary  pressure.    New  variables would have to emerge to drive yields
sharply lower (i.e. even slower growth, draconian budget cuts, etc...). 
Nevertheless,  our analysis shows that the long-term secular factors that have
driven  rates  lower  in  a saw-tooth fashion over the last 15 years are still
firmly in place, and we believe that rates, over the longer-term, will
continue to move lower.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.



[PIE CHART]
Effective Maturity

Over 10 Years - 40%
7-10 Years - 17%
5-7 Years - 17%
3-5 Years - 12%
2-3 Years - 5%
1-2 Years - 7%
Less than 1 Year - 2%


[PIE CHART]
Portfolio Composition

U.S. Treasury Securities - 92%
Mortgage Backed Securities - 8%


                                   3
<PAGE>                                   

Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible Yield  Series III from its inception (12/20/93) to present 
(12/31/95) as compared to the Merrill Lynch Corporate/Government Bond Index.1
<TABLE>

<CAPTION>

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


                                       Total Return
Through     Growth of $10,000                   Average
12/31/95        Investment      Cumulative      Annual
<S>         <C>                 <C>          <C>

One Year    $           12,209       22.09%         22.09%
Inception2  $           11,452       14.52%          6.89%
</TABLE>



<TABLE>

<CAPTION>

Merrill Lynch Corporate/Government Bond Index


                                       Total Return
Through     Growth of $10,000                   Average
12/31/95        Investment      Cumulative      Annual
<S>         <C>                 <C>          <C>

One Year    $           11,906       19.06%         19.06%
Inception2  $           11,532       15.32%          7.27%
</TABLE>



1The Merrill Lynch Corporate/Government Bond Index is a market value weighted
measure of approximately 6,600 corporate and government bonds  The Index is
comprised of investment grade securities with maturities greater than one year.
The Index returns assume reinvestment of coupons and, unlike Fund returns,
do not reflect any fees or expenses.

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

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    Merrill Lynch
               Flexible Yield      Corporate/Government
               Series III          Bond Index
          
<S>            <C>                 <C>
20-Dec-93*          10,000              10,000
          
31-Dec-93            9,960              10,013
          
30-Jun-94            9,349               9,602
          
31-Dec-94            9,380               9,686
          
30-Jun-95           10,634              10,815
          
31-Dec-95           11,452              11,532
          
          
</TABLE>       
          
* Inception date         
          
                                   4


<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995


                                                         Principal      Value
                                                           Amount     (Note 2)
<S>                                                      <C>         <C>

U.S. TREASURY SECURITIES - 90.8%

U.S. Treasury Bonds - 25.0%
   U.S. Treasury Bond, 7.25%, 8/15/22
   (Identified Cost $238,918)                            $  250,000  $  289,453 

U.S. Treasury Notes - 59.1%
   U.S. Treasury Note, 4.375%, 11/15/96                      25,000      24,813 
   U.S. Treasury Note, 7.50%, 1/31/97                        40,000      40,962 
   U.S. Treasury Note, 6.875%, 2/28/97                       35,000      35,656 
   U.S. Treasury Note, 5.125%, 11/30/98                      60,000      59,775 
   U.S. Treasury Note, 7.75%, 11/30/99                       40,000      43,338 
   U.S. Treasury Note, 5.50%, 4/15/00                        25,000      25,188 
   U.S. Treasury Note, 6.25%, 8/31/00                        60,000      62,100 
   U.S. Treasury Note, 7.50%, 11/15/01                       35,000      38,577 
   U.S. Treasury Note, 6.375%, 8/15/02                      150,000     157,594 
   U.S. Treasury Note, 5.75%, 8/15/03                        15,000      15,183 
   U.S. Treasury Note, 5.875%, 2/15/04                      100,000     102,031 
   U.S. Treasury Note, 6.50%, 8/15/05                        75,000      79,898 
   Total U.S. Treasury Notes (Identified Cost $653,267)                 685,115 

U.S. Treasury Stripped Securities - 6.7%
   Interest Stripped - Principal Payment, 5/15/14            98,000      31,926 
   Interest Stripped - Principal Payment, 8/15/14           143,000      45,794 
   Total U.S. Treasury Stripped Securities
     (Identified Cost $67,910)                                           77,720 

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $960,095)                                         1,052,288 



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

                                   5

<PAGE>

Investment Portfolio - December 31, 1995


                                                   Principal
                                                 Amount/Shares      Value

U.S. GOVERNMENT AGENCIES - 7.4%
Mortgage Backed Securities
   GNMA, Pool #224199, 9.50%, 7/15/18            $     23,546   $    25,261
   GNMA, Pool #299164, 9.00%, 12/15/20                 22,883        24,235
   GNMA, Pool #376345, 6.50%, 12/15/23                 37,115        36,814
TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $80,060)                                         86,310

SHORT TERM INVESTMENTS - 0.6%
   Dreyfus U.S. Treasury Money Market Reserves
    (Identified Cost $7,383)                            7,383         7,383

TOTAL INVESTMENTS - 98.8%
   (Identified Cost $1,047,538)                                   1,145,981

OTHER ASSETS, LESS LIABILITIES - 1.2%                                13,243

NET ASSETS - 100%                                               $ 1,159,224
</TABLE>


<TABLE>

<CAPTION>

FEDERAL TAX INFORMATION:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $1,047,538 was as follows:


<S>                                                         <C>

Aggregate gross unrealized appreciation for all
investments in which there was an excess of value
over tax cost                                               $98,631 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of tax over value     (188)

Unrealized appreciation - net                               $98,443 
</TABLE>


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


                                   6
<PAGE>
<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                            <C>

ASSETS:
Investments, at value  (Identified cost, $1,047,538) (Note 2)  $1,145,981 
Cash                                                                1,332 
Interest receivable                                                20,051 
Receivable from investment advisor (Note 3)                        10,582 
TOTAL ASSETS                                                    1,177,946 

LIABILITIES:
Accrued Directors fees (Note 3)                                     6,832 
Transfer agent fees payable (Note 3)                                  229 
Audit fee payable                                                   5,858 
Other payables and accrued expenses                                 5,803 
TOTAL LIABILITIES                                                  18,722 

NET ASSETS FOR 110,331 SHARES OUTSTANDING                      $1,159,224 

NET ASSETS CONSIST OF:
Capital stock                                                  $    1,103 
Additional paid-in-capital                                      1,059,462 
Undistributed net investment income                                   388 
Accumulated net realized loss on investments                         (172)
Net unrealized appreciation on investments                         98,443 
TOTAL NET ASSETS                                               $1,159,224 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($1,159,224/110,331 shares)                                    $    10.51 
</TABLE>



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


                                   7
<PAGE>
<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $ 66,467 

EXPENSES:
Management fees (Note 3)                                     4,767 
Directors fees (Note 3)                                      6,832 
Transfer agent fees (Note 3)                                   229 
Audit fee                                                    8,600 
Custodian fees                                                 600 
Miscellaneous                                                2,424 

Total Expenses                                              23,452 

Less Waiver of Expenses (Note 3)                           (15,349)

Net Expenses                                                 8,103 

NET INVESTMENT INCOME                                       58,364 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized loss on investments (identified cost basis)      (132)
Net change in unrealized appreciation on investments       128,849 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          128,717 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                             $187,081 
</TABLE>



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

                                   8

<PAGE>
<TABLE>

<CAPTION>

Statement of Changes in Net Assets


                                                          For the       For the
                                                         Year Ended    Year Ended
                                                          12/31/95      12/31/94
<S>                                                     <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                   $    58,364   $    21,040 
Net realized loss on investments                               (132)          (28)
Net change in unrealized appreciation (depreciation)
    on investments                                          128,849       (30,063)
Net increase (decrease) in net assets from operations       187,081        (9,051)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                  (57,528)      (20,952)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from
   capital share transactions (Note 5)                      282,134       702,883 

Net increase in net assets                                  411,687       672,880 

NET ASSETS:

Beginning of period                                         747,537        74,657 

End of period (including undistributed net investment
   income of $388 and $88, respectively)                $ 1,159,224   $   747,537 
</TABLE>



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

                                   9

<PAGE>
<TABLE>

<CAPTION>

Financial Highlights


                                                                              For the Period
                                                     For the     For the         12/20/93
                                                      Year         Year      (commencement of
                                                      Ended       Ended       operations) to
                                                    12/31/95     12/31/94        12/31/93
<S>                                                <C>          <C>         <C>

Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period              $     9.11   $    9.95   $           10.00 

Income from investment operations:
   Net investment income                                0.582       0.262               0.010 
   Net realized and unrealized gain (loss) on
     investments                                        1.393      (0.841)             (0.050)
   Total from investment operations                     1.975      (0.579)             (0.040)

Less distributions declared to shareholders:
   From net investment income                          (0.575)     (0.261)             (0.010)

Net asset value - End of period                    $    10.51   $    9.11   $            9.95 

Total return1                                           22.09%     (5.83%)             (0.50%)

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

Portfolio turnover                                          6%          1%                  0%

Net Assets - End of period                         $1,159,224   $ 747,537   $          74,657 

*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 for
the periods ended December 31, 1993 and December 31, 1994, expenses would have
been  limited  to that required by state securities law.  If the full expenses
allowed by state securities law had been incurred by the Fund, the net
investment income per share and the ratios would have been as follows:

Net investment income                              $   0.429    $   0.192   $           0.010
Ratios (to average net assets):
     Expenses                                          2.46%        2.50%               2.50%2
     Net investment income                             4.52%        4.57%               2.20%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
   Flexible Yield Series III (the "Fund") is a no-load diversified series of
   Manning & Napier Fund, Inc. (the "Corporation").  The Corporation is
   organized  as  a Maryland Corporation and is registered under the Investment
   Company Act of 1940, as amended, as an open-end management investment
   company.
   
   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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which  50  million have been designated as Flexible Yield Series III Class O
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Portfolio securities listed on an exchange are valued at the latest
   quoted sales price of the exchange on which the security is traded most
   extensively.  Securities not traded on valuation date or securities not
   listed on an exchange are valued at the latest quoted bid price.
   
   Debt securities, including government bonds and mortgage backed
   securities, will normally be valued on the basis of evaluated bid prices.
   
   Securities for which representative prices are not available from the
   Fund's  pricing service are valued at fair value as determined in good faith
   by the Fund's Board of Directors.
   
   Short-term investments that mature in sixty (60) days or less are valued
   at amortized cost.
   
   SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES
   Security transactions are accounted for on the date the securities are
   purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
   Interest income and expenses are recorded on an accrual basis.
   
   Most expenses of the Corporation can be attributed to a specific fund. 
   Expenses which cannot be directly attributed are apportioned among the funds
   in the Corporation.
   
   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)
                                   
   At December 31, 1995, the Fund, for federal income tax purposes, had a
   capital loss carryforward of $172, which will expire on December 31, 2003.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of net investment income are made
   quarterly.  Distributions are recorded on the ex-dividend date. 
   Distributions of net realized gains are distributed annually.  An additional
   distribution may be necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses, character reclassification 
   between net income and net gains or other required tax adjustments.  As a 
   result, net investment income (loss) and net investment gain (loss) on 
   investment transactions for a reporting period may differ significantly from
   distributions to shareholders during such period.  As a result, the Fund may
   periodically make reclassification among its capital accounts without
   impacting the Fund's net asset value.

3. TRANSACTIONS WITH AFFILIATES
   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
   computed  daily and payable monthly at an annual rate of 0.50% of the Fund's
   average daily net assets.  The fee amounted to $4,767 for the year ended
   December 31, 1995.
   
   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 $229 for the year ended December 31, 1995.
   
                                   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 0.85% of average daily net assets each year. 
   Accordingly, the Advisor did not impose any of its fee and paid expenses
   amounting to $10,582 for the year ended
   December 31, 1995, 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 $6,832 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $402,527 and $52,177, respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS

<TABLE>
<CAPTION>
   Transactions in shares of Flexible Yield Series III Class O Common Stock
   were:

                   For the Year                For the Year
                  Ended 12/31/95              Ended 12/31/94
                Shares        Amount        Shares       Amount
            ---------------  ---------  --------------  --------
<S>         <C>              <C>        <C>             <C>


Sold                23,843   $236,968           72,768  $686,867
Reinvested           4,597     46,488            1,752    16,016
Redeemed              (129)    (1,322)               -         -
Total               28,311   $282,134           74,520  $702,883
</TABLE>

   The Advisor owned 10,412 shares on December 31, 1995 and 9,839 shares on
   December 31, 1994.
    
6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on
   December 31, 1995.


                                   13

<PAGE>

Independent Auditors' Report

To the Directors of Manning & Napier Fund, Inc.
and Shareholders of Flexible Yield Series III:

We have audited the accompanying statement of assets and liabilities,
including  the  investment portfolio, of Flexible Yield Series III (one of the
series  constituting Manning & Napier Fund, Inc.) as of December 31, 1995, the
related statement of operations for the year then ended, the statement of
changes in net assets for the years ended December 31, 1995
and 1994, and the financial highlights for each of the years in the three year
period  ended  December  31,  1995.   These financial statements and financial
highlights are the responsibility of the Funds management.  Our responsibility
is to express an opinion on these financial statements and financial
highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  Our
procedures  included confirmation of investments owned at December 31, 1995 by
correspondence with the custodian.  An audit also includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.

In  our  opinion,  such  financial statements and financial highlights present
fairly,  in  all  material  respects, the financial position of Flexible Yield
Series III at December 31, 1995, the results of its operations, the changes in
its  net assets and its financial highlights for the respective stated periods
in conformity with generally accepted accounting principles.

Deloitte & Touche LLP

Boston, Massachusetts
February 2, 1996

                                   14
                                   
<PAGE>
<PAGE>


                         Manning & Napier Fund, Inc.

                                   NEW YORK
                              TAX EXEMPT SERIES
                                Annual Report
                              December 31, 1995



<PAGE>

Management Discussion and Analysis


Dear Shareholders:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.
 With the exception of money market funds and cash equivalents, it is
difficult  to  find  a sector of the taxable fixed income marketplace that did
not  turn in double digit returns.  Even the lowly two-year U.S. Treasury note
returned more than 11%.  Who says bonds are boring?

But it was the worst of times because the attractive yields and compelling
values that were plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there were many,  who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.

                                   1
                                   
<PAGE>

Management Discussion and Analysis (continued)
                                   
The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans  and the Democrats proposed long-term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed interest in fiscal responsibility.

Another  factor  in bonds strong showing was the renewed interest that foreign
investors  were  showing  in  U.S. financial markets.  At the beginning of the
year,  the  dollar  had  fallen to such low levels that foreign investors were
drawn to its good relative value.  Once the dollar started to appreciate,
foreign investors were drawn to its capital appreciation potential.  Remember,
foreign  investors  do not simply buy U.S. dollars, they invest the dollars in
U.S. assets, with the bond market being one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994
increase,  falling  from just above 8% in November of 1994 to 5.95% at the end
of 1995. The total returns were staggering, rivaling some of the best calender
years on record.

As  good  as  1995  was for all fixed income investors, there was a dark cloud
that  hung  over  municipal investors during the second half of the year; that
cloud  could  effectively be referred to as tax reform.  Although the talk had
quieted down somewhat by the end of the year, there was still a sense that tax
reform,  or rather tax simplification, would be an important campaign issue in
1996.    Many  proposals focus not only on simplifying the filing process, but
also  on  increasing  the rate of savings within the economy since the current
system  seems  to penalize savings while encouraging consumption.  While it is
tough to argue with the ultimate goals of tax simplification, one of the
potential  losers,  at  least on a relative basis, would be the municipal bond
market.

                                   2
<PAGE>

Management Discussion and Analysis (continued)
                                   
Most  of the tax simplification plans that have been proposed, or are expected
to be proposed, do not take anything away from muni bonds.  What has shaken up
the muni market, however, are the proposals within the various plans to exempt
all  investment income from taxation, thereby stripping the muni market of its
relative  advantage.    If such an event were to occur, munis would trade like
high grade corporate bonds - at some yield spread above U.S. Treasuries rather
than at some spread below U.S. Treasuries as is currently the case.

As  a  result of this potential change, many muni investors have shortened the
maturity of their portfolios and concentrated their purchases on the short end
of the curve.  This has caused intermediate and longer-term munis to lag their
intermediate and longer-term taxable counterparts on a relative basis. Despite
this, municipal bonds earned strong double-digit returns, even while beginning
to  discount  unfavorable  tax legislation.  This discounting would lessen the
shock  should  such  legislation  become reality, while providing fresh upside
potential should there prove to be no tax changes which adversely affect
municipal bonds.

The  New York Tax Exempt Series earned a total return of 16.78% for 1995.  For
comparison  purposes,  the Merrill Lynch Intermediate Municipal Index returned
13.39%,  which  means  the Series outperformed the benchmark by more than 3%. 
Because  benchmark returns, unlike mutual fund returns, do not reflect fees or
expenses, it is rare for a bond fund to outperform a benchmark.

We have structured the portfolio based on our investment overview of declining
interest  rates.   As a result, the security selection process has focussed on
issuers with high credit quality, long maturities (which benefit from
declining interest rates), and as much call protection as possible (which
limits  the  ability of issuers to call away your investments).  Additionally,
we  prefer  to  focus  on bonds that are insured or pre-refunded which adds an
additional  element  of  protection.   Finally, we look for general obligation
bonds  (as  opposed to revenue bonds) because we would rather rely on the full
faith  and  credit  of a municipality than the revenue generated by a specific
project.  It is important to note that this high quality standard did not
penalize our performance.

Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.    As  we  begin 1996, it appears that the market is already discounting
what  can  be  referred to as the best case scenario, moderate economic growth
with  little  inflationary pressure.  For muni investors, the direction of tax
reform will no doubt have an influence on the performance of municipal bonds. 
As  we  stated  earlier,  the market has already been discounting this to some

                                   3
                                   
<PAGE>

Management Discussion and Analysis (continued)
                                   
degree,  driving  the  shape of the muni yield curve steeper than the Treasury
yield curve.  New variables would have to emerge to drive yields sharply lower
(i.e.,  even slower growth, draconian budget cuts, etc...).  Nevertheless, our
analysis shows that the long-term secular factors that have driven rates lower
in  a  saw-tooth fashion over the last 15 years are still firmly in place, and
we believe that rates, over the longer-term, will continue to move lower.

We appreciate your continued confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Portfolio Composition

General Obligation Bonds - 66%
Revenue Bonds - 23%
Pre-Refunded Bonds - 11%


[PIE CHART]
Quality Ratings*

Aaa - 76%
Aa - 18%
A - 4%
Not Rated - 2%

*Using Moody's Ratings

                                   4
<PAGE>
                                   

Performance Update as of December 31, 1995

The  value  of  a $10,000  investment in the Manning & Napier Fund, Inc. - New
York  Tax Exempt Series from its  inception (1/17/94) to present (12/31/95) as
compared to the Merrill Lynch Intermediate Municipal Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund,  Inc.
New York Tax Exempt Series


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,678         16.78%    16.78%
Inception2  $           10,882          8.82%     4.42%
</TABLE>


<TABLE>

<CAPTION>

Merrill Lynch Intermediate Municipal Index

                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,339         13.39%    13.39%
Inception2  $           11,020         10.20%     5.09%
</TABLE>



1The  unmanaged  Merrill  Lynch Intermediate Municipal Index is a market value
weighted measure of approximately 260 municipal bonds issued across the United
States.  The Index is comprised of investment grade securities.  Index returns
assume  reinvestment  of  coupons and, unlike Fund returns, do not reflect any
fees or expenses.

2The  Fund and Index performance numbers are calculated from January 17, 1994,
the  Fund's  inception date.  The Fund's performance is historical and may not
be indicative of future results.

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    Merrill Lynch
               New York Tax        Intermediate
               Exempt Series       Municipal Index
         
<S>            <C>                 <C>
17-Jan-94*               10,000              10,000
          
31-Mar-94                 9,430               9,586
          
30-Jun-94                 9,460               9,662
          
30-Sep-94                 9,430               9,782
          
31-Dec-94                 9,318               9,719
          
31-Mar-95                 9,941              10,176
          
30-Jun-95                10,202              10,489
          
30-Sep-95                10,433              10,691
          
31-Dec-95                10,882              11,020
          
          
</TABLE>       
          
* Inception date         


                                   5

<PAGE>
<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995

                                                               Principal      Value
                                                                 Amount      (Note 2)
<S>                                                            <C>         <C>       

NEW YORK MUNICIPAL SECURITIES - 93.4%

Albany City School District, G.O. Bond, 4.35%, 2/1/2001        $  475,000  $   474,986 
Albany City School District, G.O. Bond, 4.35%, 2/1/2002           150,000      149,045 
Albany County, G.O. Bond, 5.75%, 6/1/2010                         200,000      210,730 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2004           250,000      252,443 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2007           200,000      196,480 
Battery Park City Authority, Revenue Bond, 7.70%, 5/1/2015        500,000      565,670 
Broome County Public Safety, Certificate Participation,
   5.00%, 4/1/2006                                                250,000      253,185 
Buffalo, G.O. Bond, Series A, 5.00%, 12/1/2009                    150,000      149,547 
Buffalo General Improvement, G.O. Bond, Series A,
   4.75%, 2/1/2004                                                500,000      505,670 
Buffalo Schools, G.O. Bond, Series B, 5.05%, 2/1/2009             250,000      248,570 
Cattaraugus County Public Improvement, G.O. Bond, 5.00%
   8/1/2007                                                       300,000      304,206 
Colonie, G.O. Bond, 5.20%, 8/15/2008                              100,000      102,808 
East Hampton, G.O. Bond, 4.625%, 1/15/2007                        175,000      170,492 
East Hampton, G.O. Bond, 4.625%, 1/15/2008                        175,000      168,651 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2009                100,000      104,593 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2025                400,000      399,408 
Guilderland School District, G.O. Bond, 4.75%, 6/15/1998          130,000      132,353 
Guilderland School District, G.O. Bond, 4.90%, 6/15/2008          370,000      367,269 
Hempstead Town, G.O. Bond, Series B, 5.625%, 2/1/2010             200,000      209,746 
Holland Central School District, G.O. Bond, 6.125%,
   6/15/2010                                                      245,000      269,226 
Huntington, G.O. Bond, 5.875%, 9/1/2009                           250,000      267,262 
Huntington, G.O. Bond, 5.90%, 1/15/2007                           300,000      325,881 
Irvington School District, G.O. Bond, Series B,
   5.10%, 7/15/2005                                               275,000      283,803 
Jamesville-Dewitt Central School District, G.O. Bond,
   5.75%, 6/15/2009                                               420,000      451,437 
Jordan-El Bridge Central School District, G.O. Bond,
   5.875%, 6/15/2008                                              500,000      539,705 
Kingston City School District, Series B, 6.80%, 12/15/1997        100,000      105,480 
LeRoy Central School District, G.O. Bond, 0.10%, 6/15/2008        350,000      181,353 

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

                                   6
                                   
<PAGE>

Investment Portfolio - December 31, 1995

                                                               Principal      Value
                                                                 Amount      (Note 2)
                                   
NEW YORK MUNICIPAL SECURITIES (continued)

Monroe County Public Improvement, G.O. Bond,
   4.90%, 6/1/2005                                             $  250,000  $   253,382 
Monroe County Public Improvement, G.O. Bond, 6.00%,
   3/1/2002                                                       500,000      542,235 
Monroe County Public Improvement, G.O. Bond, 6.10%,
   6/1/2015                                                       200,000      214,000 
Monroe County Water Authority, Revenue Bond, Series B,
   5.25%, 8/1/2011                                                500,000      500,720 
Nassau County, G.O. Bond, Series A, 3.25%, 5/1/1996               500,000      499,300 
Nassau County, G.O. Bond, Series A, 4.00%, 5/1/1999               100,000       99,594 
New Castle, G.O. Bond, 4.75%, 6/1/2010                            450,000      434,484 
New Rochelle, G.O. Bond, Series C., 6.20%, 3/15/2007              175,000      193,443 
New Rochelle City School District, G.O. Bond, Series A,
   4.30%, 2/1/2003                                                500,000      492,185 
New York City, G.O. Bond, 8.00%, 3/15/2016                        500,000      580,570 
New York City, G.O. Bond, Series A, 8.75%, 11/1/2016              250,000      275,540 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.00%, 6/15/2003                                     400,000      407,724 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.375%, 6/15/2019                                    250,000      248,838 
New York State Dorm Authority, Columbia University,
   Revenue Bond, 4.40%, 7/1/1997                                  125,000      126,155 
New York State Environmental Pollution Control, Revenue
   Bond, Pooled LN-B, 6.65%, 9/15/2013                            500,000      554,585 
New York State Housing Authority, Finance Agency - Mental
   Hygiene, Revenue Bond, 5.80%, 11/1/2001                        250,000      270,373 
New York State Local Government Assistance Corp., Revenue
   Bond, Series A - MBIA-IBC, 5.90%, 4/1/2013                     500,000      530,980 
New York State Local Government Assistance Corp., Revenue
   Bond, Series A, 6.00%, 4/1/2024                                250,000      262,075 
New York State Medical Care Facility Financial Agency MBIA -
   IBC, Revenue Bond, 7.75%, 2/15/2020                            380,000      438,265 
New York State Medical Care Facilities, Financial Agency -
   Insd. Mtg. Hospital, Revenue Bond, Series A, 8.50%,
   1/15/2022                                                      500,000      511,065 

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

                                   7
<PAGE>

Investment Portfolio - December 31, 1995

                                                               Principal      Value
                                                                 Amount      (Note 2)

NEW YORK MUNICIPAL SECURITIES (continued)

New York State Mortgage Agency, Homeowners Mortgage
   Revenue Bond, Series 31A, 5.375%, 10/1/2017                 $  500,000  $   487,745 
New York State Power Authority, Revenue Bond, Series CC,
   4.80%, 1/1/2005                                                250,000      250,907 
New York State Power Authority, Revenue Bond, Series CC,
   5.00%, 1/1/2014                                                500,000      484,420 
New York State Power Authority, Revenue Bond, Series CC. -
   MBIA-IBC, 5.25%, 1/1/2018                                      250,000      246,787 
New York State Thruway Authority, Revenue Bond,
   Series B, 4.90%, 1/1/2007                                      450,000      448,483 
New York State Thruway Authority, Revenue Bond, Series A,
   5.50%, 1/1/2023                                                300,000      298,329 
New York State Thruway Authority, Highway & Bridge,
   Revenue Bond, Series B, 5.75%, 4/1/2006                        100,000      107,196 
New York State Urban Development Correctional Capital
   Facilities, Revenue Bond, Series A, 5.25%, 1/1/2014            500,000      505,820 
New York State Urban Development Corp. Correctional
   Facility, Revenue Bond, Series G, 7.00%, 1/1/2017               50,000       56,117 
North Hempstead, G.O. Bond, Series B, 5.90%, 4/1/2004             300,000      330,192 
North Hempstead, G.O. Bond, Series C, 4.90%, 8/1/2006             300,000      302,499 
Onondaga County, G.O. Bond, 5.85%, 2/15/2002                      300,000      322,458 
Queensbury, G.O. Bond, Series A, 5.50%, 4/15/2011                 150,000      155,876 
Queensbury, G.O. Bond, Series A, 5.50%, 4/15/2012                 350,000      363,709 
Rochester, G.O. Bond, Series A, 4.70%, 8/15/2006                  250,000      249,988 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2020                  250,000      244,102 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2022                   95,000       92,672 
Sands Point, G.O. Bond, 6.70%, 11/15/2014                         700,000      777,413 
Schenectady, G.O. Bond, 4.55%, 10/1/2002                          200,000      201,260 
South County Central School District Brookhaven, G.O. Bond,
   5.50%, 9/15/2007                                               380,000      398,020 
Steuben County Public Improvement, G.O. Bond,
   5.60%, 5/1/2006                                                500,000      525,095 
Suffolk County, G.O. Bond, Series G, 5.40%, 4/1/2013              400,000      406,516 
Suffolk County Water Authority, Revenue Bond,
   5.10%, 6/1/2009                                                250,000      251,465 
Suffolk County Water Authority, Revenue Bond,
   7.325%, 6/1/2012                                               500,000      553,180

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

                                   8
<PAGE>

Investment Portfolio - December 31, 1995

                                                               Principal      Value
                                                                 Amount      (Note 2)
                                   
NEW YORK MUNICIPAL SECURITIES (continued)

Sullivan County Public Improvement, G.O. Bond, 4.375%,
   3/15/2001                                                   $  300,000  $   298,740 
Sullivan County Public Improvement, G.O. Bond, 5.125%,
   3/15/2013                                                      330,000      331,779 
Three Village Central School District, G.O. Bond,
   5.375%, 6/15/2007                                              230,000      239,899 
Tioga County Public Improvement, G.O. Bond,
   5.25%, 3/15/2005                                               250,000      259,605 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2011           135,000      140,049 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2013           300,000      310,989 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2014           300,000      309,831 
Triborough Bridge & Tunnel Authority, Revenue Bond,
   3.65%, Series A, 1/1/1998                                      250,000      248,050 
Triborough Bridge & Tunnel Authority, Revenue Bond,
   Series A, 5.00%, 1/1/2012                                      500,000      487,105 
Tri-Valley Central School District, G.O. Bond, 5.60%,
   6/15/2008                                                      120,000      126,006 
Westchester County, G.O. Bond, Series A, 4.75%,
   12/15/2008                                                     250,000      245,723 
Westchester County, G.O. Bond, Series A, 4.75%,
   12/15/2009                                                     250,000      244,012 
Westchester County, G.O. Bond, Series B, 4.30%,
   12/15/2010                                                     215,000      197,570 
Westchester County, G.O. Bond, Series B,
   4.30%, 12/15/2011                                              100,000       91,129 
White Plains, G.O. Bond, 4.50%, 9/1/2005                          180,000      178,182 
White Plains, G.O. Bond, 4.50%, 9/1/2007                          315,000      304,425 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $26,292,989)                                            26,898,855 

SHORT-TERM INVESTMENTS - 3.0%
   Dreyfus/Laurel New York Tax Free Money Market Fund
   (Identified Cost $868,045)                                     868,045      868,045 

TOTAL INVESTMENTS - 96.4%
    (Identified Cost $27,161,034)                                           27,766,900 


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

                                   9
                                   
<PAGE>

Investment Portfolio - December 31, 1995

                                                                              Value
                                                                             (Note 2)
                                   

OTHER ASSETS, LESS LIABILITIES - 3.6%                                      $ 1,049,923 

NET ASSETS - 100%                                                          $28,816,823 
</TABLE>

Key
G.O. Bond - General Obligation Bond


<TABLE>

<CAPTION>

FEDERAL TAX INFORMATION:

At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $27,161,034 was as follows:


<S>                                                          <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $688,913 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value           (83,047)

Unrealized appreciation - net                                $605,866 
</TABLE>



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

                                  10

<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

DECEMBER 31, 1995


<S>                                                   <C>

ASSETS:
Investments, at value (Identified cost, $27,161,034)
   (Note 2)                                           $27,766,900 
Receivable for fund shares sold                           859,120 
Interest receivable                                       404,727 
Prepaid expense                                             1,280 
TOTAL ASSETS                                           29,032,027 

LIABILITIES:
Accrued management fees (Note 3)                           11,599 
Accrued Directors' fees (Note 3)                            1,812 
Transfer agent fees payable (Note 3)                          557 
Payable for securities purchased                          148,423 
Payable for fund shares redeemed                           29,747 
Audit fee payable                                          14,000 
Custodian fee payable                                       1,090 
Other payables and accrued expenses                         7,976 
TOTAL LIABILITIES                                         215,204 

NET ASSETS FOR 2,860,879 SHARES
   OUTSTANDING                                        $28,816,823 

NET ASSETS CONSIST OF:
Capital stock                                         $    28,608 
Additional paid-in-capital                             28,189,679 
Undistributed net investment income                        12,779 
Accumulated net realized loss on investments              (20,109)
Net unrealized appreciation on investments                605,866 

TOTAL NET ASSETS                                      $28,816,823 

NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($28,816,823/2,860,879 shares)                  $     10.07 
</TABLE>



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

                                   11

<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $1,152,732 

EXPENSES:
Management fees (Note 3)                                     114,847 
Directors' fees (Note 3)                                       6,791 
Transfer agent fees (Note 3)                                   5,513 
Audit fee                                                      8,757 
Custodian fees                                                 6,600 
Registration and filing fees                                   6,434 
Miscellaneous                                                    554 
Total Expenses                                               149,496 

NET INVESTMENT INCOME                                      1,003,236 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized loss on investments (identified cost basis)          (6)
Net change in unrealized appreciation on investments       2,511,379 
NET REALIZED AND UNREALIZED
   GAIN (LOSS) ON INVESTMENTS                              2,511,373 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                             $3,514,609 
</TABLE>



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

                                   12

<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets



                                                                         For the Period 1/17/94
                                                            For the          (Commencement
                                                           Year Ended        of Operations)
                                                            12/31/95          to 12/31/94
<S>                                                       <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                     $ 1,003,236   $               632,138 
Net realized loss on investments                                   (6)                  (20,103)
Net change in unrealized appreciation (depreciation) on
   investments                                              2,511,379                (1,905,513)
Net increase (decrease) in net assets from operations       3,514,609                (1,293,478)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                   (991,282)                 (631,313)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                    8,992,775                19,225,512 

Net increase in net assets                                 11,516,102                17,300,721 

NET ASSETS:

Beginning of period                                        17,300,721                         - 

End of period (including undistributed net
   Investment income of $12,779 and $825,
   respectively)                                          $28,816,823   $            17,300,721 
</TABLE>



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



                                   13
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights



                                                                           For the Period 1/17/94
                                                              For the          (Commencement
                                                             Year Ended        of Operations)
                                                              12/31/95          to 12/31/94
<S>                                                         <C>           <C>

Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period                       $      8.98   $                 10.00 

Income from investment operations:
   Net investment income                                          0.404                     0.338 
   Net realized and unrealized gain (loss) on investments         1.086                    (1.020)
Total from investment operations                                  1.490                    (0.682)

Less distributions declared to shareholders:
   From net investment income                                    (0.400)                   (0.338)

Net asset value - End of period                             $     10.07   $                  8.98 

Total Return1                                                     16.78%                   (6.82)%

Ratios (to average net assets)/Supplemental Data:
   Expenses                                                        0.65%                   0.79%2 
   Net investment income                                           4.36%                   3.82%2 

Portfolio turnover                                                    0%                        6%

Net Assets - End of period (000's omitted)                  $    28,817   $                17,301 
</TABLE>


1Total return represents aggregate total return for the period indicated.

2Annualized.

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

                                   14

<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   New York Tax Exempt 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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which  50 million have been designated as New York Tax Exempt Series Class P
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Municipal securities will normally be valued on the basis of market
   valuations  provided by an independent pricing service (the "Service").  The
   Service utilizes the latest price quotations and a matrix system (which
   considers such factors as security prices of similar securities, yields,
   maturities, and ratings).  The Service has been approved by the Fund's Board
   of Directors.
   
   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
   of 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.
   
                                   15
                                   
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   FEDERAL INCOME TAXES (continued)                                   
   At December 31, 1995, the Fund, for federal income tax purposes, had a
   capital  loss carryforward of $20,109. Of this amount, $2,550 will expire on
   December 31, 2002 and $17,559 will expire on December 31, 2003.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of tax exempt income are made quarterly. 
   Distributions  are  recorded  on the ex-dividend date.  Distributions of net
   realized  gains are distributed annually.  An additional distribution may be
   necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses or character reclassification 
   between net income and net gains.  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.
   
   The Fund hereby designates $975,391 as tax-exempt dividends for the year
   ended December 31, 1995.

3. TRANSACTIONS WITH AFFILIATES
   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
   computed daily and payable monthly, at an annual rate of 0.50% of the Fund's
   average  daily  net assets.  The fee amounted to $114,847 for the year ended
   December 31, 1995.
   
   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.
   
                                   16
<PAGE>

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)
                                   
   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 $5,513 for the year ended December 31, 1995.
   
   The Advisor has voluntarily agreed to waive its fee and, if necessary,
   pay  other  expenses of the Fund in order to maintain total expenses for the
   Fund at no more than 0.85% of average daily net assets each year.
   
   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 $6,791 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $7,623,401 and $0, respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

   Transactions in shares of New York Tax Exempt Series Class P Common Stock 
   were:


                   For the Year                 For the Period 1/17/94
                  Ended 12/31/95                      to 12/31/94
                Shares         Amount             Shares              Amount
            ---------------  -----------  -----------------------  ------------
<S>         <C>              <C>          <C>                      <C>
Sold               905,817   $8,705,001                2,187,660   $21,660,167 
Reinvested          99,114      973,495                   68,726       616,469 
Redeemed           (70,547)    (685,721)                (329,891)   (3,051,124)
Total              934,384   $8,992,775                1,926,495   $19,225,512 
</TABLE>


                                   17
<PAGE>                                   
    
6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on
   December 31, 1995.

7. CONCENTRATION OF CREDIT
   The Fund primarily invests in debt obligations issued by the State of New
   York and its political subdivisions, agencies, and public authorities to
   obtain funds for various public purposes.  The Fund is more susceptible to
   factors adversely affecting issues of New York municipal securities than is
   a municipal bond fund that is not concentrated in these issues to the same
   extent.

                                   18

<PAGE>

Report of Independent Accountants

To the Shareholders and Directors of
Manning & Napier Fund, Inc. - New York Tax Exempt Series:

We have audited the accompanying statement of assets and liabilities of
Manning & Napier Fund, Inc. - New York Tax Exempt Series, including the
schedule of portfolio investments as of December 31, 1995, the related
statement  of  operations for the year then ended, the statement of changes in
the  net  assets, and the financial highlights for the year then ended and for
the period January 17, 1994 (Commencement of Operations) to December 31, 1994.
 These financial statements and financial highlights are the responsibility of
the  Fund's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1995 by correspondence with the custodian and
brokers.   An audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier  Fund, Inc. - New York Tax Exempt Series as of December 31,
1995,  the  results  of its operations for the year then ended, the changes in
its  net  assets, and the financial highlights for the year then ended and for
the period January 17, 1994 (Commencement of Operations) to December 31, 1994,
in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
January 26, 1996

                                   19
<PAGE>

<PAGE>
                        Manning & Napier Fund, Inc.

                            Ohio Tax Exempt Series
                                Annual Report
                              December 31, 1995



<PAGE>


Management Discussion and Analysis

Dear Shareholders:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.
 With the exception of money market funds and cash equivalents, it is
difficult  to  find  a sector of the taxable fixed income marketplace that did
not  turn in double digit returns.  Even the lowly two-year U.S. Treasury note
returned more than 11%.  Who says bonds are boring?

But  it  was  the  worst of times because the attractive yields and compelling
values  that  were  plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there were many, who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
  At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.

The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue

                                   1
<PAGE>

Management Discussion and Analysis (continued)
                                   
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans  and the Democrats proposed long-term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed interest in fiscal responsibility.

Another  factor  in bonds strong showing was the renewed interest that foreign
investors  were  showing  in  U.S. financial markets.  At the beginning of the
year,  the  dollar  had  fallen to such low levels that foreign investors were
drawn to its good relative value.  Once the dollar started to appreciate,
foreign investors were drawn to its capital appreciation potential.  Remember,
foreign  investors  do not simply buy U.S. dollars, they invest the dollars in
U.S. assets, with the bond market being one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994
increase,  falling  from just above 8% in November of 1994 to 5.95% at the end
of 1995. The total returns were staggering, rivaling some of the best calender
years on record.

As  good  as  1995  was for all fixed income investors, there was a dark cloud
that  hung  over  municipal investors during the second half of the year; that
cloud  could  effectively be referred to as tax reform.  Although the talk had
quieted down somewhat by the end of the year, there was still a sense that tax
reform,  or rather tax simplification, would be an important campaign issue in
1996.    Many  proposals focus not only on simplifying the filing process, but
also  on  increasing  the rate of savings within the economy since the current
system  seems  to penalize savings while encouraging consumption.  While it is
tough to argue with the ultimate goals of tax simplification, one of the
potential  losers,  at  least on a relative basis, would be the municipal bond
market.

                                   2
<PAGE>

Management Discussion and Analysis (continued)
                                   
Most  of the tax simplification plans that have been proposed, or are expected
to be proposed, do not take anything away from muni bonds.  What has shaken up
the muni market, however, are the proposals within the various plans to exempt
all  investment income from taxation, thereby stripping the muni market of its
relative  advantage.    If such an event were to occur, munis would trade like
high grade corporate bonds - at some yield spread above U.S. Treasuries rather
than at some spread below U.S. Treasuries as is currently the case.

As  a  result of this potential change, many muni investors have shortened the
maturity of their portfolios and concentrated their purchases on the short end
of the curve.  This has caused intermediate and longer-term munis to lag their
intermediate and longer-term taxable counterparts on a relative basis. Despite
this, municipal bonds earned strong double-digit returns, even while beginning
to  discount  unfavorable  tax legislation.  This discounting would lessen the
shock  should  such  legislation  become reality, while providing fresh upside
potential should there prove to be no tax changes which adversely affect
municipal bonds.

The Ohio Tax Exempt Series earned a total return of 17.14% for 1995.  For
comparison  purposes,  the Merrill Lynch Intermediate Municipal Index returned
13.39%, which means the Series outperformed the benchmark by nearly 4%. 
Because  benchmark returns, unlike mutual fund returns, do not reflect fees or
expenses, it is rare for a bond fund to outperform a benchmark.

We have structured the portfolio based on our investment overview of declining
interest  rates.   As a result, the security selection process has focussed on
issuers with high credit quality, long maturities (which benefit from
declining interest rates), and as much call protection as possible (which
limits  the  ability of issuers to call away your investments).  Additionally,
we  prefer  to  focus  on bonds that are insured or pre-refunded which adds an
additional  element  of  protection.   Finally, we look for general obligation
bonds  (as  opposed to revenue bonds) because we would rather rely on the full
faith  and  credit  of a municipality than the revenue generated by a specific
project.  It is important to note that this high quality standard did not
penalize our performance.

                                   3
<PAGE>

Management Discussion and Analysis (continued)
                                   

Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.    As  we  begin 1996, it appears that the market is already discounting
what  can  be  referred to as the best case scenario, moderate economic growth
with  little  inflationary pressure.  For muni investors, the direction of tax
reform will no doubt have an influence on the performance of municipal bonds. 
As  we  stated  earlier,  the market has already been discounting this to some
degree,  driving  the  shape of the muni yield curve steeper than the Treasury
yield curve.  New variables would have to emerge to drive yields sharply lower
(i.e.,  even slower growth, draconian budget cuts, etc...).  Nevertheless, our
analysis shows that the long-term secular factors that have driven rates lower
in  a  saw-tooth fashion over the last 15 years are still firmly in place, and
we believe that rates, over the longer-term, will continue to move lower.

We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.


[PIE CHART]
Portfolio Composition

General Obligation Bonds - 66%
Revenue Bonds - 27%
Pre-Refunded Bonds - 7%


[PIE CHART]
Quality Ratings*

Aaa - 88%
Aa - 6%
A - 4%
Not Rated - 2%

*Using Moody's Ratings

                                   4
                                   
<PAGE>
                                   
Performance Update as of December 31, 1995

The  value  of  a $10,000 investment in the Manning & Napier Fund, Inc. - Ohio
Tax Exempt Series from its  inception (2/14/94) to present (12/31/95) as
compared to the Merrill Lynch Intermediate Municipal Index.1

<TABLE>

<CAPTION>

Manning & Napier Fund, Inc.
Ohio Tax Exempt Series


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,714         17.14%    17.14%
Inception2  $           10,985          9.85%     5.12%
</TABLE>



<TABLE>

<CAPTION>

Merrill Lynch Intermediate Municipal Index


                                Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,339         13.39%    13.39%
Inception2  $           11,009         10.09%     5.25%
</TABLE>



1The  unmanaged  Merrill  Lynch Intermediate Municipal Index is a market value
weighted measure of approximately 260 municipal bonds issued across the United
States.  The Index is comprised of investment grade securities.  Index returns
assume  reinvestment  of  coupons and, unlike Fund returns, do not reflect any
fees or expenses.

2The Fund and Index performance numbers are calculated from February 14, 1994,
the  Fund's  inception date.  The Fund's performance is historical and may not
be indicative of future results.

[GRAPHIC]
LINE CHART          
          
Data for Line Chart to follow:          
          
<TABLE>        
<CAPTION>      
          
               Manning & Napier    Merrill Lynch
               Ohio Tax            Intermediate
               Exempt Series       Municipal Index
          
<S>            <C>                 <C>
14-Feb-94*          10,000              10,000
          
31-Mar-94            9,630               9,576
          
30-Jun-94            9,540               9,652
          
30-Sep-94            9,510               9,771
          
31-Dec-94            9,377               9,709
          
31-Mar-95           10,067              10,165
          
30-Jun-95           10,288              10,478
          
30-Sep-95           10,552              10,679
          
31-Dec-95           10,985              11,009
          
          
</TABLE>       
          
* Inception date         


                                   5


<PAGE>

<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995



                                                            Principal      Value
                                                              Amount     (Note 2)
<S>                                                         <C>         <C>

OHIO MUNICIPAL SECURITIES - 96.7%

Akron Bath Copley Joint Twnshp. Childrens Hos.
   Med. Ctr. MBIA-IBC, Rev. Bond, 7.45%,
   11/15/2020                                               $   50,000  $   58,251 
Akron Limited Tax, G.O. Bond, 4.10%, 12/1/2001                  65,000      64,158 
Akron Waterworks, Revenue Management Improvement
   Bond, 5.70%, 3/1/2007                                       100,000     105,930 
Allen County, G.O. Bond, 5.30%, 12/1/2007                      100,000     102,496 
Amherst Police & Jail Facility, G.O. Bond, 5.375%,
   12/1/2012                                                    50,000      50,844 
Avon Lake, G.O. Bond, 5.70%, 12/1/2006                          60,000      63,211 
Avon Lake, G.O. Bond, 6.00%, 12/1/2009                          40,000      42,259 
Bedford Heights, G.O. Bond, Series A, 5.65%, 12/1/2014          60,000      64,199 
Belmont County, G.O. Bond, 5.15%, 12/1/2010                    100,000     100,707 
Bexley City School District, G.O. Bond MBIA-IBC,
   6.50%, 12/1/2016                                             20,000      22,623 
Cincinnati, G.O. Bond, 4.60%, 12/1/2003                         50,000      50,428 
Clermont County Hospital Facilities Mercy Health Care
   System,  Revenue Bond, Series A, 7.625%, 1/1/2015            25,000      27,222 
Cleveland, G.O. Bond, Series B, 4.95%, 7/1/1996                 20,000      20,134 
Cleveland City School District, G.O. Bond, 5.875%,
   12/1/2011                                                   125,000     131,139 
Cleveland Public Power System Improvement, Revenue Bond,
   1st Mtg, 8.375%, 8/1/2017                                    50,000      54,434 
Cleveland Waterworks, Revenue Bond, 1st Mtg, Series G,
   5.50%, 1/1/2013                                             100,000     104,978 
Columbus, G.O. Bond, Series B, 6.10%, 1/1/2003                 100,000     110,090 
Columbus, G.O. Bond, Series D, 5.50%, 9/15/2008                 50,000      52,253 
Columbus Limited Tax, G.O. Bond, Series A,
   4.85%, 7/1/2004                                              50,000      51,190 
Crawford County, G.O. Bond, 6.75%, 12/1/2019                   175,000     202,508 
Cuyahoga County, G.O. Bond, Series A, 4.30%, 10/1/1999          50,000      50,187 
Cuyahoga Falls, G.O. Bond, 7.20%, 12/1/2010                     75,000      84,533 
Delaware City School District Construction & Impt.,
   G.O. Bond, Series B, 5.20%, 12/1/2016                       100,000      99,869 
Fairfield County Hospital Impt., Lancaster-Fairfield
   Community Hospital, Revenue Bond, 7.00%, 6/15/2012           50,000      57,380 

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

                                   6
<PAGE>

Investment Portfolio - December 31, 1995



                                                            Principal      Value
                                                              Amount     (Note 2)
                                   

OHIO MUNICIPAL SECURITIES (continued)

Findlay Water, Revenue Bond, 5.45%, 11/1/2008               $  100,000  $  103,320 
Franklin County, G.O. Bond, 4.95%, 12/1/2004                    50,000      51,526 
Gahanna-Jefferson City School District, G.O. Bond,
   4.75%, 12/1/1999                                             50,000      51,092 
Green Local School District - Summit, G.O. Bond,
   5.20%, 12/1/2003                                             75,000      78,260 
Greene County Sewer System, Revenue Bond, 5.50%,
   12/1/2018                                                    30,000      30,112 
Hamilton County Building Impt., Museum Center
   G.O. Bond, 5.85%, 12/1/2001                                  50,000      54,040 
Hamilton County Sewer System, Ref. & Impt. - Metro
   Sewer District, Revenue Bond,  Series A,
   4.75%, 12/1/2000                                             50,000      51,277 
Hamilton County Sewer System Ref & Impt - Metro
   Sewer District, Rev. Bond, Series A, 5.00%, 12/1/2014       125,000     120,839 
Hilliard School District, G.O. Bond, 6.35%, 12/1/2003           60,000      67,156 
Huber Heights Water Systems, Revenue Bond,
   5.25%, 12/1/2007                                            200,000     206,622 
Kettering City School District, G.O. Bond, 4.85%,
   12/1/2006                                                    40,000      40,235 
Kettering City School District, G.O. Bond, 5.25%,
   12/1/2022                                                    60,000      59,062 
Lakewood City School District, G.O. Bond, 5.55%,
   12/1/2013                                                   100,000     102,448 
Lakota Local School District, G.O. Bond, 5.75%,
   12/1/2006                                                    50,000      53,509 
Lakota Local School District, G.O. Bond, 7.00%,
   12/1/2008                                                   100,000     119,818 
Lakota Local School District, G.O. Bond, 7.90%,
   12/1/2011                                                    45,000      49,819 
Lorain Water System, Revenue Bond, 4.75%, 4/1/2005             125,000     125,643 
Lucas County, G.O. Bond, Series I, 5.40%, 12/1/2003            100,000     105,597 
Mahoning County, G.O. Bond, 5.70%, 12/1/2009                   150,000     158,110 
Mahoning County Limited Tax, G.O. Bond, 5.65%,
   12/1/1998                                                    20,000      20,884 
Mason City School District, G.O. Bond, 5.00%, 12/1/2007        120,000     120,461 


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

                                   7
<PAGE>

Investment Portfolio - December 31, 1995



                                                            Principal      Value
                                                              Amount     (Note 2)
                                   
OHIO MUNICIPAL SECURITIES (continued)

Montgomery County, G.O. Bond, 5.30%, 9/1/2007               $   65,000  $   67,092 
Montgomery County Moraine-Beaver Creek Sewers,
   Revenue Bond, 5.60%, 9/1/2011                               100,000     103,249 
North Canton City School District, G.O. Bond,
   5.85%, 12/1/2007                                             40,000      43,008 
Northeast Ohio Regional Sewer District Waste & Water
   Impt., Rev. Bond, 6.50%, 11/15/2016                         100,000     112,258 
Northwood Local School District, G.O. Bond, 5.55%,
   12/1/2006                                                    65,000      69,218 
Northwood Local School District, G.O. Bond, 6.20%,
   12/1/2013                                                    40,000      43,473 
Ohio, G.O. Bond, 6.50%, 8/1/2011                                50,000      54,736 
Ohio Building Authority, Local Jail Grant, Revenue Bond,
   Series A, 4.65%, 10/1/2005                                   50,000      49,495 
Ohio Building Authority, State Facilites - Administration
   Buildings-MBIA-IBC, Revenue Bond, 5.50%, 10/1/2005           50,000      53,178 
Ohio Higher Education Facility, University of Dayton
   Project, Revenue Bond, 5.80%, 12/1/2019                     100,000     103,430 
Ohio Public Facilities, Higher Education, Revenue Bond,
   Series II-A, 4.25%, 12/1/2002                                50,000      49,116 
Ohio Water Development Authority Pure Water, Revenue
   Bond, Series I, 6.00%, 12/1/2016                             40,000      43,459 
Ohio Water Development Authority Ref. & Impt. - Pure
   Water, Revenue Bond, 5.75%, 12/1/2005                        60,000      64,365 
Ottawa County, G.O. Bond, 5.45%, 9/1/2006                       30,000      31,663 
Pickerington Water Systems Improvement, G.O. Bond,
   5.85%, 12/1/2013                                             50,000      52,748 
Reynoldsburg City School District, G.O. Bond, 6.55%,
   12/1/2017                                                   175,000     193,728 
Rocky River City School District, G.O. Bond, Series A,
   6.375%, 12/1/1998                                            25,000      26,614 
Rocky River City School District, G.O. Bond, Series A,
   6.90%, 12/1/2011                                             50,000      53,754 
Rural Lorain Water Authority Ref. & Impt. - MBIA - IBC,
    Revenue Bond, 5.30%, 10/1/2012                             110,000     111,176 

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

                                   8
<PAGE>

Investment Portfolio - December 31, 1995



                                                            Principal      Value
                                                          Amount/Shares   (Note 2)
                                   
OHIO MUNICIPAL SECURITIES (continued)

South-Western City School District, Franklin & Pickway
   Counties, G.O. Bond, 4.80%, 12/1/2006                    $  100,000  $  100,153 
Stark County, G.O. Bond, 5.70%, 11/15/2017                     100,000     102,574 
Stark County Hospital - Doctors Hospital, Inc.,
   Revenue Bond, 8.625%, 4/1/2018                               30,000      33,420 
Summit County, G.O. Bond, 5.75%, 12/1/2008                     175,000     184,461 
Toledo, G.O. Bond, 5.95%, 12/1/2015                            175,000     185,267 
Toledo Sewer System, Revenue Bond, 6.35%, 11/15/2017           185,000     203,700 
Trumbull County, G.O. Bond, 6.20%, 12/1/2014                   100,000     108,422 
Warren, G.O. Bond, 5.20%, 11/15/2013                            50,000      50,172 
Wood County, G.O. Bond, 5.40%, 12/1/2013                        50,000      50,418 
Youngstown, G.O. Bond, 6.125%, 12/1/2014                        50,000      54,075 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $5,649,252)                                          5,939,275 

SHORT-TERM INVESTMENTS - 5.1%
   Dreyfus Municipal Reserves (Identified Cost $314,372)       314,372     314,372 

TOTAL INVESTMENTS - 101.8%
   (Identified Cost $5,963,624)                                          6,253,647 

LIABILITIES, LESS OTHER ASSETS (1.8)%                                     (110,071)

NET ASSETS - 100%                                                       $6,143,576 
</TABLE>

Key -
     G.O. Bond - General Obliation Bond
     Rev. Bond - Revenue Bond
     Impt. - Improvement

<TABLE>

<CAPTION>

FEDERAL TAX INFORMATION:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $5,963,624 was as follows:

<S>                                                          <C>
Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost          $291,561 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value            (1,538)

Unrealized appreciation-net                                  $290,023 
</TABLE>



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


                                   9
<PAGE>

<TABLE>

<CAPTION>

Statement of Assets and Liabilities

December 31, 1995


<S>                                                           <C>

ASSETS:
Investments, at value (Identified cost, $5,963,624) (Note 2)  $6,253,647 
Interest receivable                                               49,534 
Prepaid expense                                                      255 
TOTAL ASSETS                                                   6,303,436 

LIABILITIES:
Accrued management fees (Note 3)                                  19,239 
Accrued Directors' fees (Note 3)                                   1,813 
Transfer agent fees payable (Note 3)                                 121 
Payable for securities purchased                                 124,973 
Audit fee payable                                                 11,000 
Other payables and accrued expenses                                2,714 
TOTAL LIABILITIES                                                159,860 

NET ASSETS FOR 595,943 SHARES OUTSTANDING                     $6,143,576 

NET ASSETS CONSIST OF:
Capital stock                                                 $    5,959 
Additional paid-in-capital                                     5,848,380 
Undistributed net investment income                                1,076 
Accumulated net realized loss on investments                      (1,862)
Net unrealized appreciation on investments                       290,023 

TOTAL NET ASSETS                                              $6,143,576 

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($6,143,576/595,943 shares)                                $    10.31 
</TABLE>



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


                                   10
<PAGE>

<TABLE>

<CAPTION>

Statement of Operations

For the Year Ended December 31, 1995


<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $253,301 

EXPENSES:
Management fees (Note 3)                                    23,637 
Directors' fees (Note 3)                                     6,792 
Transfer agent fees (Note 3)                                 1,135 
Custodian fees                                               6,000 
Audit fee                                                    5,171 
Miscellaneous                                                1,825 
Total Expenses                                              44,560 

Less Waiver of Expenses (Note 3)                            (4,398)

Net Expenses                                                40,162 

NET INVESTMENT INCOME                                      213,139 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:
Net realized loss on investments (identified cost basis)      (667)
Net change in unrealized appreciation on investments       507,287 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          506,620 

NET INCREASE IN NET ASSETS RESULTING FROM
   OPERATIONS                                             $719,759 
</TABLE>



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


                                   11
<PAGE>

<TABLE>

<CAPTION>

Statement of Changes in Net Assets



                                                                         For the Period 2/14/94
                                                            For the          (commencement
                                                           Year Ended        of operations)
                                                            12/31/95          to 12/31/94
<S>                                                       <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
Net investment income                                     $   213,139   $                89,937 
Net realized loss on investments                                 (667)                   (1,195)
Net change in unrealized appreciation (depreciation) on
   investments                                                507,287                  (217,264)
Net increase (decrease) in net assets from operations         719,759                  (128,522)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                   (215,626)                  (86,374)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (Note 5)                                    1,738,597                 4,115,742 

Net increase in net assets                                  2,242,730                 3,900,846 

NET ASSETS:

Beginning of period                                         3,900,846                         - 

End of period (including undistributed net
   investment income of $1,076 and $3,563,
   respectively)                                          $ 6,143,576   $             3,900,846 
</TABLE>



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


                                   12
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights


                                                                           For the Period 2/14/94
                                                              For the          (commencement
                                                             Year Ended        of operations)
                                                              12/31/95          to 12/31/94
<S>                                                         <C>           <C>

Per share data (for a share outstanding
throughout each period):

Net asset value - Beginning of period                       $      9.18   $                 10.00 

Income from investment operations:
   Net investment income                                          0.419                     0.205 
   Net realized and unrealized gain (loss) on investments         1.136                    (0.828)
Total from investment operations                                  1.555                    (0.623)

Less distributions declared to shareholders:
   From net investment income                                    (0.425)                   (0.197)

Net asset value - End of period                             $     10.31   $                  9.18 

Total Return1                                                     17.14%                   (6.23)%

Ratios (to average net assets)/Supplemental Data:
   Expenses                                                     0.85%**                   0.85%*2 
   Net investment income                                        4.50%**                   4.03%*2 

Portfolio turnover                                                    1%                        2%

Net Assets - End of period (000's omitted)                  $     6,144   $                 3,901 

*The  investment  advisor did not impose its management fee and paid a portion
of the Fund's expenses.

**The investment advisor waived a portion of its management fee.

If these expenses had been incurred by the Fund in either instances above, the
net investment income per share and the ratioswould have been as follows:

Net investment income                                            $0.411    $              0.141 
Ratios (to average net assets):
   Expenses2                                                       0.94%                  2.07%
   Net investment income2                                          4.41%                  2.81%

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



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


                                   13
<PAGE>

Notes to Financial Statements

1. ORGANIZATION
   Ohio Tax Exempt 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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which 50 million have been designated as Ohio Tax Exempt Series Class Q
   Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES
   
   SECURITY VALUATION
   Municipal securities will normally be valued on the basis of market
   valuations  provided by an independent pricing service (the "Service").  The
   Service utilizes the latest price quotations and a matrix system (which
   considers such factors as security prices of similar securities, yields,
   maturities, and ratings).  The Service has been approved by the Fund's Board
   of Directors.
   
   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.
                    
                                   14
<PAGE>

Notes to Financial Statements
                                   

2. SIGNIFICANT ACCOUNTING POLICIES (continued)
   
   FEDERAL INCOME TAXES (continued)
   At December 31, 1995, the Fund, for federal income tax purposes, had a
   capital  loss carryforward of $1,862.  Of this amount, $1,195 will expire on
   December 31, 2002 and $667 will expire on December 31, 2003.
   
   The Fund uses the identified cost method for determining realized gain or
   loss on investments for both financial statement and federal income tax
   reporting purposes.
   
   DISTRIBUTION OF INCOME AND GAINS
   Distributions to shareholders of tax exempt income are made quarterly. 
   Distributions  are  recorded  on the ex-dividend date.  Distributions of net
   realized  gains are distributed annually.  An additional distribution may be
   necessary to avoid taxation of the Fund.
   
   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may 
   be a result of deferral of certain losses or character reclassification 
   between net income and net gains.  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.
   
   The Fund hereby designates $214,921 as tax-exempt dividends for the year
   ended December 31, 1995.

3. TRANSACTIONS WITH AFFILIATES
   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
   computed daily and payable monthly, at an annual rate of 0.50% of the Fund's
   average  daily  net  assets.  The fee amounted to $23,637 for the year ended
   December 31, 1995.
   
   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.
   
                                   15
<PAGE>

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)
                                   
   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 $1,135 for the year ended December 31, 1995.
   
   The Advisor has voluntarily agreed to waive its fee and, if necessary,
   pay  other  expenses of the Fund in order to maintain total expenses for the
   Fund at no more than 0.85% of average daily net assets each year. 
   Accordingly, the Advisor waived fees of $4,398, 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 $6,792 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES
   Purchases and sales of securities, other than short-term securities, were
   $1,633,770 and $50,405,  respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>

Transactions in share of Ohio Tax Exempt Series Class Q Common Stock were:


                     For the Year                    For the Period
                    Ended 12/31/95                2/14/94 to 12/31/94
                Shares         Amount            Shares           Amount
            ---------------  -----------  --------------------  -----------
<S>         <C>              <C>          <C>                   <C>


Sold               163,241   $1,658,399               462,240   $4,466,525 
Reinvested          21,448      215,626                 9,419       86,374 
Redeemed           (13,614)    (135,428)              (46,791)    (437,157)
Total              171,075   $1,738,597               424,868   $4,115,742 
</TABLE>

                                   16

<PAGE>

6. FINANCIAL INSTRUMENTS
   The Fund may trade in financial instruments with off-balance sheet risk
   in the normal course of its investing activities to assist in managing
   exposure to various market risks.  These financial instruments include
   written  options and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on
   December 31, 1995.

7. CONCENTRATION OF CREDIT
   The Fund primarily invests in debt obligations issued by the State of
   Ohio and its political subdivisions, agencies, and public authorities to
   obtain  funds  for various public purposes.  The Fund is more susceptible to
   factors  adversely  affecting  issues of Ohio municipal securities than is a
   municipal bond fund that is not concentrated in these issues to the same
   extent.


                                   17
<PAGE>

Report of Independent Accountants

TO THE SHAREHOLDERS AND DIRECTORS OF
MANNING & NAPIER FUND, INC. - OHIO TAX EXEMPT SERIES:

We have audited the accompanying statement of assets and liabilities of
Manning  &  Napier Fund, Inc. - Ohio Tax Exempt Series, including the schedule
of  portfolio  investments  as  of December 31, 1995, the related statement of
operations for the year then ended, the changes in net assets, and the
financial  highlights  for the year then ended and for the period February 14,
1994 (Commencement of Operations) to
December  31,  1994.   These financial statements and financial highlights are
the responsibility of the Fund's management.  Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial statements.  Our procedures included confirmation of securities
owned as of December 31, 1995 by correspondence with the custodian and
brokers.   An audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  & Napier Fund, Inc. - Ohio Tax Exempt Series as of December 31, 1995,
the  results of its operations for the year then ended, the changes in its net
assets and the financial highlights for the year then ended and for the period
February 14, 1994 (Commencement of Operations) to December 31, 1994, in
conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.

Boston, Massachusetts
January 26, 1996

                                   18
                                   
<PAGE>
<PAGE>

                       Manning & Napier Fund, Inc.


                               DIVERSIFIED TAX
                                EXEMPT SERIES

                                Annual Report
                              December 31, 1995






<PAGE>

Management Discussion and Analysis

Dear Shareholders:

When looking back on 1995, the first line of Dickens A Tale of Two Cities
immediately comes to mind: it was the best of times, it was the worst of
times....    The  best  of times refers to the almost uninterrupted decline in
interest rates that started in November of 1994 and continued throughout 1995.  
 With the exception of money market funds and cash equivalents, it is
difficult  to  find  a sector of the taxable fixed income marketplace that did
not  turn in double digit returns.  Even the lowly two-year U.S. Treasury note
returned more than 11%.  Who says bonds are boring?

But  it  was  the  worst of times because the attractive yields and compelling
values  that  were  plentiful  at the start of 1995, that made 1995 the strong
year  that it was, are today difficult to find.  It was an especially bad year
for those investors, and we suspect there were many, who failed to take
advantage  of  the opportunities that presented themselves early in the year. 
But  fear  not,  this fund was not one of them.  Because we had positioned the
portfolio  to  take advantage of this scenario, it did indeed benefit from the
decline in interest rates over the course of the year.

In  order  to  understand  what happened in 1995, it is worthwhile to re-visit
what  happened  in  1994.  To a large degree, the events of 1994, which led to
poor returns in the bond market that year, contributed to our success in 1995.
At  the start of 1994, there was a large degree of speculation and financial
leverage in the market, and this created a fragile environment where the
effect  of any shock to the system would be exaggerated.  The first shock came
when the Federal Reserve increased short-term interest rates early in
February.  At the same time, some economic indicators started to warn of
coming inflation, which caused long-term interest rates to rise.  The
situation took a turn for the worse when the dollar started to decline
relative  to the currencies of some other countries.  Because the U.S. economy
is heavily dependent on foreign investment, which was slowed due to the
dollars decline, this was more bad news for the bond market.

The confluence of these factors in combination with an overleveraged
marketplace resulted in a sell-off that exceeded even the most bearish
expectations.    As  mentioned  above, short-term rates doubled, and long-term
rates careened from 5.8% to 8.1%.  With hindsight, it is easy to say the
increase  in  rates  was  overdone, but it was the speed with which the market
corrected that caught many market participants by surprise.
                                    
                                    1
<PAGE>                                    

Management Discussion and Analysis (continued)

The picture began to change with the Republican victory in the 1994
congressional  elections.  The Republicans had campaigned heavily on the issue
of  fiscal  conservatism  and the balanced budget amendment, and the financial
markets were encouraged by this.  With the election results acting as a
catalyst for the reversal, the factors that decimated the market in 1994 began
to reverse themselves, and so too did the rise in interest rates. By the start
of 1995, speculation was almost non-existent and the degree of leverage in the
marketplace  had returned to more normal levels. While it does not necessarily
follow  that this would lead to lower rates, it did alleviate one of the major
problems that had plagued the market in 1994.

The  inflation  story  began to change as well in 1995; inflationary pressures
dissipated and it even began to appear that disinflation was returning. 
During the second half of the year, economic growth slowed noticeably, and the
dollar,  which  struggled  during the first quarter of the year, staged a nice
turnaround.  The turnaround was especially noticeable versus the Japanese yen.

Events  specific to 1995 kept the ball rolling.  The most talked about was the
decided shift in the focus of the federal budget debates.  Both the
Republicans  and the Democrats proposed long-term fiscal plans that were meant
to  balance the federal budget.  While the timing and the details of each plan
were  quite  different,  the  market responded positively to the policy makers
renewed interest in fiscal responsibility.

Another  factor  in bonds strong showing was the renewed interest that foreign
investors  were  showing  in  U.S. financial markets.  At the beginning of the
year,  the  dollar  had  fallen to such low levels that foreign investors were
drawn to its good relative value.  Once the dollar started to appreciate,
foreign investors were drawn to its capital appreciation potential.  Remember,
foreign  investors  do not simply buy U.S. dollars, they invest the dollars in
U.S. assets, with the bond market being one of the prime beneficiaries.

By the end of the year, long rates had effectively retraced their 1994
increase,  falling  from just above 8% in November of 1994 to 5.95% at the end
of 1995. The total returns were staggering, rivaling some of the best calender
years on record.

As  good  as  1995  was for all fixed income investors, there was a dark cloud
that  hung  over  municipal investors during the second half of the year; that
cloud  could  effectively be referred to as tax reform.  Although the talk had
quieted down somewhat by the end of the year, there was still a sense that tax
reform,  or rather tax simplification, would be an important campaign issue in
1996.    Many  proposals focus not only on simplifying the filing process, but

                                    2
<PAGE>                                    

Management Discussion and Analysis (continued)

also  on  increasing  the rate of savings within the economy since the current
system  seems  to penalize savings while encouraging consumption.  While it is
tough to argue with the ultimate goals of tax simplification, one of the
potential  losers,  at  least on a relative basis, would be the municipal bond
market.

Most  of the tax simplification plans that have been proposed, or are expected
to be proposed, do not take anything away from muni bonds.  What has shaken up
the muni market, however, are the proposals within the various plans to exempt
all  investment income from taxation, thereby stripping the muni market of its
relative  advantage.    If such an event were to occur, munis would trade like
high grade corporate bonds - at some yield spread above U.S. Treasuries rather
than at some spread below U.S. Treasuries as is currently the case.

As  a  result of this potential change, many muni investors have shortened the
maturity of their portfolios and concentrated their purchases on the short end
of the curve.  This has caused intermediate and longer-term munis to lag their
intermediate and longer-term taxable counterparts on a relative basis. Despite
this, municipal bonds earned strong double-digit returns, even while beginning
to  discount  unfavorable  tax legislation.  This discounting would lessen the
shock  should  such  legislation  become reality, while providing fresh upside
potential should there prove to be no tax changes which adversely affect
municipal bonds.

The  Diversified  Tax Exempt Series earned a total return of 16.29% for 1995. 
For comparison purposes, the Merrill Lynch Intermediate Municipal Index
returned  13.39%,  which means the Series outperformed the benchmark by nearly
3%.    Because  benchmark  returns, unlike mutual fund returns, do not reflect
fees or expenses, it is rare for a bond fund to outperform a benchmark.

We have structured the portfolio based on our investment overview of declining
interest  rates.   As a result, the security selection process has focussed on
issuers with high credit quality, long maturities (which benefit from
declining interest rates), and as much call protection as possible (which
limits  the  ability of issuers to call away your investments).  Additionally,
we  prefer  to  focus  on bonds that are insured or pre-refunded which adds an
additional  element  of  protection.   Finally, we look for general obligation
bonds  (as  opposed to revenue bonds) because we would rather rely on the full
faith  and  credit  of a municipality than the revenue generated by a specific
project.  It is important to note that this high quality standard did not
penalize our performance.

                                    3
<PAGE>                                    

Management Discussion and Analysis (continued)

Having  closed  the books on one of the best years for fixed income investors,
we  believe  it is unlikely the bond market can repeat its 1995 performance in
1996.    As  we  begin 1996, it appears that the market is already discounting
what  can  be  referred to as the best case scenario, moderate economic growth
with  little  inflationary pressure.  For muni investors, the direction of tax
reform will no doubt have an influence on the performance of municipal bonds. 
As  we  stated  earlier,  the market has already been discounting this to some
degree,  driving  the  shape of the muni yield curve steeper than the Treasury
yield curve.  New variables would have to emerge to drive yields sharply lower
(i.e.,  even slower growth, draconian budget cuts, etc...).  Nevertheless, our
analysis shows that the long-term secular factors that have driven rates lower
in  a  saw-tooth fashion over the last 15 years are still firmly in place, and
we believe that rates, over the longer-term, will continue to move lower.
We  appreciate  your  continued  confidence in us and wish you all the best in
1996.

Sincerely,

MANNING & NAPIER ADVISORS, INC.



[PIE CHART]

Portfolio Composition

General Obligation Bonds - 79%
Revenue Bonds - 17%
Pre-Refunded Bonds - 4%


[PIE CHART]

Quality Ratings*

Aaa - 60%
Aa - 33%
A - 7%

*Using Moody's Ratings

                                    4
<PAGE>                                    


Performance Update as of December 31, 1995

The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Diversified Tax Exempt Series from its inception (2/14/94) to present
(12/31/95) as compared to the Merrill Lynch Intermediate Municipal Index.1

<TABLE>

<CAPTION>

MANNING & NAPIER FUND, INC.
DIVERSIFIED TAX EXEMPT SERIES


                                      Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,629         16.29%    16.29%
Inception2  $           11,003         10.03%     5.22%
</TABLE>
<TABLE>

<CAPTION>

MERRILL LYNCH INTERMEDIATE MUNICIPAL INDEX


                                      Total Return
Through     Growth of $10,000                  Average
12/31/95        Investment       Cumulative     Annual
<S>         <C>                 <C>            <C>

One Year    $           11,339         13.39%    13.39%
Inception2  $           11,009         10.09%     5.25%
</TABLE>



1The  unmanaged  Merrill  Lynch Intermediate Municipal Index is a market value
weighted measure of approximately 260 municipal bonds issued across the United
States.  The Index is comprised of investment grade securities.  Index returns
assume  reinvestment  of  coupons and, unlike Fund returns, do not reflect any
fees or expenses.

2The Fund and Index performance numbers are calculated from February 14, 1994,
the  Fund's  inception date.  The Fund's performance is historical and may not
be indicative of future results.

[GRAPHIC]               
[LINE CHART]
                
Data for Line Chart to follow:          
                
<TABLE>         
<CAPTION>               
                
          Manning & Napier        Merrill Lynch
          Diversified Tax         Intermediate
          Exempt Series           Municipal Index
                
<S>       <C>                     <C>
14-Feb-94*      10,000                  10,000
                
31-Mar-94       9,570                    9,576
                
30-Jun-94       9,600                    9,652
                                         
30-Sep-94       9,580                    9,771
                                         
31-Dec-94       9,461                    9,709
                
31-Mar-95       10,075                  10,165
                
30-Jun-95       10,311                  10,478
                
30-Sep-95       10,550                  10,679
                
31-Dec-95       11,003                  11,009
                
                
</TABLE>                
                
* Inception date                

                                    5
<PAGE>                                    


<TABLE>

<CAPTION>

Investment Portfolio - December 31, 1995


                                                               Principal      Value
                                                                 Amount      (Note 2)
<S>                                                            <C>         <C>

MUNICIPAL SECURITIES - 96.5%
Arizona - 1.6%
   Central Arizona Water Conservation District Contract,
      Central Arizona Project, 4.70%, 5/1/2004                 $  200,000  $   200,810 
Colorado - 1.5%
   El Paso County School District No. 020 - MBIA-IBC,
    G.O. Bond, Series A, 6.20%, 12/15/2007                        160,000      180,810 
Deleware - 1.6%
   Delaware, G.O. Bond, Series A, 5.00%, 3/1/2008                 200,000      201,254 
District of Columbia - 1.8%
   District of Columbia, G.O. Bond, Series A, 7.65%,
      12/1/2003                                                   200,000      223,616 
Florida - 2.9%
   Dade County School District, , G.O. Bond, 6.125%,
      8/1/2008                                                    150,000      159,483 
   Florida State Department of Environmental Preservation
      2000, Revenue Bond, Series A, 4.50%, 7/1/2003               200,000      200,886 
                                                                               360,369 
Georgia - 4.6%
   Atlanta, G.O, Bond, 5.60%, 12/1/2018                           350,000      354,777 
   Georgia, G.O. Bond, Series B, 5.65%, 3/1/2012                  200,000      213,872 
                                                                               568,649 
Hawaii - 3.1%
   Hawaii, G.O. Bond, Series BO, 6.20%, 8/1/1996                  100,000      101,533 
   Hawaii, G.O. Bond, Series CH, 6.00%, 11/1/2007                 260,000      285,197 
                                                                               386,730 
Idaho - 0.8%
   Ada & Canyon Counties Joint School District, No. 2
      Meridan, G.O. Bond, 5.10%, 7/30/2005                        100,000      103,210 

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


                                    6
<PAGE>                                    

Investment Portfolio - December 31, 1995


                                                               Principal      Value
                                                                 Amount      (Note 2)

Illinois - 2.4%
   Chicago Schools Financial Authority, G.O. Bond,
      Series A, 5.00%, 6/1/2007                                $  200,000  $   199,132 
   Illinois, Certificate Participation, Series 1995A, 5.60%,
      7/1/2010                                                    100,000      103,355 
                                                                               302,487 
Indiana - 2.4%
   Bloomington Sewer Works, Revenue Bond, 5.80%,
      1/1/2011                                                    150,000      157,060 
   Lafayette Waterworks, Revenue Bond, 4.90%, 7/1/2006            140,000      139,432 
                                                                               296,492 
Iowa - 3.1%
   Cedar Rapids, G.O. Bond, 6.45%, 6/1/2014                       350,000      380,677 
Kentucky - 2.3%
   Kentucky State Turnpike Authority Revitalization
      Projects, Revenue Bond, 6.50%, 7/1/2008                     250,000      286,565 
Maine - 1.8%
   Portland, G.O. Bond, 6.20%, 4/1/2006                           200,000      222,894 
Maryland - 3.2%
   Prince Georges County Public Improvement, G.O. Bond,
      5.00%, 3/15/2014                                            200,000      196,698 
   Washington County Public Improvement, G.O. Bond,
      4.875%, 1/1/2010                                            200,000      196,516 
                                                                               393,214 
Massachusetts - 3.4%
   Martha's Vineyard Regional High School District
      No. 100, G.O. Bond, 6.70%, 12/15/2014                       200,000      225,638 
   Massachusetts Municipal Electric Supply System, Revenue
      Bond, Series A, 5.00%, 7/1/2017                             200,000      193,350 
                                                                               418,988
   The accompanying notes are an integral part of the financial statements.
                                                                               
                                    7
<PAGE>                                    


Investment Portfolio - December 31, 1995


                                                               Principal      Value
                                                                 Amount      (Note 2)


Michigan - 4.8%
   Dearborn School District, G.O. Bond, 5.10%, 5/1/2006        $  200,000  $   204,762 
   Farmington Hills, G.O. Bond, 5.70%, 10/1/2005                   65,000       69,112 
   Farmington Hills, G.O. Bond, 5.80%, 10/1/2006                   50,000       53,148 
   Farmington Hills, G.O. Bond, 5.90%, 10/1/2007                   75,000       79,703 
   Pinckney Community Schools, G.O. Bond, 5.00%,
      5/1/2014                                                    200,000      195,064 
                                                                               601,789 
Minnesota - 3.3%
   Minnesota Various Purpose, G.O. Bond, 6.60%,
      8/1/1999                                                    200,000      217,146 
   Western Minnesota Municipal Power Agency, Revenue
      Bond, 6.625%, 1/1/2016                                      175,000      198,474 
                                                                               415,620 
Mississippi - 1.8%
   Mississippi, G.O. Bond, 6.30%, 12/1/2006                       200,000      222,478 
Montana - 1.6%
   Montana Long Range Building Project, G.O. Bond,
      Series A, 4.875%, 8/1/2010                                  200,000      196,814 
Nevada - 5.1%
   Clark County School District, G.O. Bond, 6.00%,
      6/15/2002                                                   100,000      108,269 
   Henderson Water, G.O. Bond, Series A, 5.65%,
      12/1/2003                                                   300,000      321,594 
   Nevada Project No. 42, G.O. Bond, 5.70%, 9/1/2008              200,000      210,752 
                                                                               640,615 
New Hampshire - 1.8%
   New Hampshire, G.O. Bond, 6.60%, 9/1/2014                      200,000      221,496 
New Jersey - 3.8%
   New Jersey Highway Authority, Garden State Parkway,
      Revenue Bond, 5.50%, 1/1/2000                               200,000      208,968 
   West Windsor Plainsboro, G.O. Bond, 5.25%, 12/1/2004           250,000      262,145 
                                                                               471,113
                                                                               
   The accompanying notes are an integral part of the financial statements.
                                                                              
                                    8
<PAGE>                                    


Investment Portfolio - December 31, 1995


                                                               Principal      Value
                                                                 Amount      (Note 2)


New Mexico - 1.6%
   Albuquerque, G.O. Bond, Series A & B, 4.70%,
      7/1/2000                                                 $  200,000  $   204,066 
New York - 4.7%
   New York State Thruway Authority, Revenue Bond,
      Series A, 5.50%, 1/1/2023                                   200,000      198,886 
   Sands Point, G.O. Bond, 6.70%, 11/15/2013                      350,000      389,914 
                                                                               588,800 
North Carolina - 3.3%
   Charlotte Public Improvement, G.O. Bond, 5.70%,
      2/1/2002                                                    200,000      215,628 
   North Carolina State Prison Facilities, G.O. Bond,
      Series C, 4.80%, 3/1/2009                                   200,000      197,680 
                                                                               413,308 
Ohio - 3.4%
   Ohio Public Facilities, Community Higher Education,
      Revenue Bond, Series II-A, 4.25%, 12/1/2002                 200,000      196,464 
   Summit County, Various Purpose, G.O. Bond, 6.625%,
      12/1/2012                                                   200,000      222,290 
                                                                               418,754 
Pennsylvania - 4.6%
   Cambria County, G.O. Bond, Series A, 6.10%,
      8/15/2016                                                   350,000      372,211 
   Pennsylvania State, G.O. Bond, First Series, 5.30%,
      5/1/2005                                                    100,000      104,103 
   Pennsylvania State, G.O. Bond, Second Series,
      6.00%, 7/1/2005                                              90,000       98,525 
                                                                               574,839 
Rhode Island - 2.6%
   Rhode Island State, G.O. Bond, Series A, 6.20%,
      6/15/2004                                                   300,000      330,147 

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

                                    9
<PAGE>                                    

Investment Portfolio - December 31, 1995


                                                               Principal      Value
                                                                 Amount      (Note 2)

South Carolina - 1.6%
   South Carolina State Capital Improvement, G.O. Bond,
      4.10%, 4/1/2001                                          $  200,000  $   198,590 
Tennessee - 4.0%
   Johnson City School Sales Tax, G.O. Bond, 6.70%,
      5/1/2021                                                    350,000      394,236 
   Lawrence County, G.O. Bond, 6.60%, 3/1/2013                    100,000      109,370 
                                                                               503,606 
Texas - 1.7%
   Dallas Waterworks & Sewer, Revenue Bond, 5.625%,
      4/1/2009                                                    200,000      207,122 
Virginia - 3.8%
   Franklin County Capital Improvement, G.O. Bond,
      6.60%, 7/15/2013                                            250,000      275,003 
   Loudoun County, G.O. Bond, Series A, 4.50%,
      10/1/1997                                                   200,000      202,210 
                                                                               477,213 
Washington - 3.9%
   Kitsap County School District, G.O. Bond, 6.625%,
      12/1/2008                                                   350,000      382,613 
   Seattle Met. Municipality, G.O. Bond, 5.65%, 1/1/2020          100,000      100,842 
                                                                               483,455 
Wisconsin - 2.6%
   Wisconsin State, G.O. Bond, Series A, 5.75%, 5/1/2001          300,000      320,241 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $11,433,778)                                            12,016,831 

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

                                    10
<PAGE>                                    

Investment Portfolio - December 31, 1995


                                                                               Value
                                                                 Shares      (Note 2)

SHORT-TERM INVESTMENTS - 2.2%
   Dreyfus Municipal Reserves (Identified Cost $273,915)          273,915  $   273,915 

TOTAL INVESTMENTS - 98.7%
   (Identified Cost $11,707,693)                                            12,290,746 

OTHER ASSETS, LESS LIABILITIES - 1.3%                                          161,402 

NET ASSETS - 100%                                                          $12,452,148 
</TABLE>



Key:
G.O. Bond - General Obligation Bond
Rev. Bond - Revenue Bond
Dist. - District


<TABLE>

<CAPTION>


FEDERAL TAX INFORMATION:
At December 31, 1995, the net unrealized appreciation based on identified cost
for federal income tax purposes of $11,707,693 was as follows:


<S>                                              <C>

Aggregate gross unrealized appreciation for all
investments in which there was an excess of
value over tax cost                              $584,480 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of
tax cost over value                                (1,427)

Unrealized appreciation - net                    $583,053 
</TABLE>

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


                                    11  
<PAGE>
<TABLE>

<CAPTION>



Statement of Assets and Liabilities
December 31, 1995
<S>                                                   <C>

ASSETS:
Investments, at value (Identified cost, $11,707,693)
   (Note 2)                                           $12,290,746 
Interest receivable                                       169,639 
Receivable for fund shares sold                            14,310 
Prepaid expense                                               535 
TOTAL ASSETS                                           12,475,230 

LIABILITIES:
Accrued management fees (Note 3)                            5,063 
Accrued Directors fees (Note 3)                             1,813 
Transfer agent fees payable (Note 3)                          243 
Audit fee payable                                          11,703 
Registration and filing fees                                2,978 
Other payables and accrued expenses                         1,282 

TOTAL LIABILITIES                                          23,082 

NET ASSETS FOR 1,207,105 SHARES
   OUTSTANDING                                        $12,452,148 

NET ASSETS CONSIST OF:
Capital stock                                         $    12,071 
Additional paid - in - capital                         11,857,426 
Undistributed net investment income                         7,877 
Accumulated net realized loss on investments               (8,279)
Net unrealized appreciation on investments                583,053 
TOTAL NET ASSETS                                      $12,452,148 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE  PER SHARE
($12,452,148/1,207,105 shares)                        $     10.32 
</TABLE>



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



                                    12

<PAGE>
<TABLE>

<CAPTION>

STATEMENT OF OPERATIONS


For the Year Ended December 31, 1995
<S>                                                       <C>

INVESTMENT INCOME:
Interest                                                  $  532,614 

EXPENSES:
Management fees (Note 3)                                      50,130 
Directors fees (Note 3)                                        6,792 
Transfer agent fees (Note 3)                                   2,406 
Registration and filing fees                                   8,019 
Audit fee                                                      6,074 
Custodian fees                                                 6,000 
Total Expenses                                                79,421 

NET INVESTMENT INCOME                                        453,193 

REALIZED AND UNREALIZED GAIN (Loss)
   ON INVESTMENTS:
Net realized loss on investments (identified cost basis)      (6,797)
Net change in unrealized appreciation on investments       1,031,995 
NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          1,025,198 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $1,478,391 
</TABLE>



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



                                    13

<PAGE>

<TABLE>

<CAPTION>

STATEMENT OF CHANGES IN NET ASSETS


                                                                          For the Period 2/14/94
                                                               For the        (commencement
                                                             Year Ended       of operations)
                                                              12/31/95         to 12/31/94
<S>                                                       <C>               <C>

INCREASE (DECREASE) IN NET ASSETS:
OPERATIONS:

Net investment income                                     $        453,193  $  190,311 
Net realized loss on investments                                    (6,797)     (1,482)
Net change in unrealized appreciation (depreciation)
   on investments                                                1,031,995    (448,942)
Net increase (decrease) in net assets from operations            1,478,391    (260,113)

DISTRIBUTIONS TO SHAREHOLDERS:
From net investment income                                        (453,725)   (181,902)

CAPITAL STOCK ISSUED AND REDEEMED:
Net increase in net assets from capital share
   transactions (note 5)                                         2,946,569   8,922,928 
Net increase in net assets                                       3,971,235   8,480,913 

NET ASSETS:
Beginning of period                                              8,480,913        - 

End of period (including undistributed net
   investment income of $7,877 and $8,409, respectively)        12,452,148  $8,480,913
</TABLE>
   The accompanying notes are an integral part of the financial statements.


                                    14
<PAGE>
<TABLE>

<CAPTION>

Financial Highlights


                                                                           For the Period 2/14/94
                                                              For the          (commencement
                                                             Year Ended        of operations)
                                                              12/31/95          to 12/31/94
<S>                                                         <C>           <C>

Per share data (for a share outstanding
throughout each period):

Net asset value  -  Beginning of period                     $      9.26   $                 10.00 

Income from investment operations:
   Net investment income                                          0.428                     0.210 
   Net realized and unrealized gain (loss) on investments         1.062                    (0.749)
Total from investment operations                                  1.490                    (0.539)

Less distributions declared to shareholders:
   From net investment income                                    (0.430)                   (0.201)

Net asset value  -  End of period                           $     10.32   $                  9.26 

Total return1                                                     16.29%                   (5.39)%

Ratios (to average net assets)/Supplemental Data:
   Expenses                                                        0.79%                  0.85%*2 
   Net investment income                                           4.52%                  3.71%*2 

Portfolio turnover                                                    5%                        4%

Net Assets - End of period (000s omitted)                   $    12,452   $                 8,481 


*The investment advisor waived a portion of its management fee.  If the full
fee had been incurred by the Fund, the net investment income per share and the
ratios would have been as follows:

Net investment income                                            -        $                  0.186 
Ratios (to average net assets):
   Expenses2                                                     -                           1.29%
   Net investment income2                                        -                           3.27%
</TABLE>

1Total return represents aggregate total return for the period indicated.
2Annualized

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





                                    15
<PAGE>

Notes to Financial Statements

1. ORGANIZATION

   Diversified Tax Exempt 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 December 31,
   1995,  710  million shares have been designated in total among 18 series, of
   which 50 million have been designated as Diversified Tax Exempt Series Class
   R Common Stock.

2. SIGNIFICANT ACCOUNTING POLICIES

   SECURITY VALUATION

   Municipal securities will normally be valued on the basis of market
   valuations  provided by an independent pricing service (the "Service").  The
   Service utilizes the latest price quotations and a matrix system (which
   considers such factors as security prices of similar securities, yields,
   maturities, and ratings).  The Service has been approved by the Fund's Board
   of Directors.

   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.

                                    16
<PAGE>

Notes to Financial Statements

2. SIGNIFICANT ACCOUNTING POLICIES (continued)

   FEDERAL INCOME TAXES (continued)

   At December 31, 1995, the Fund, for federal income tax purposes, had a
   capital  loss  carryforward  of $8,279.  Of this amount, $889 will expire on
   December 31, 2002, and $7,390 will expire on December 31, 2003.

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

   DISTRIBUTION OF INCOME AND GAINS

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

   The timing and characterization of certain income and capital gains are
   determined in accordance with federal income tax regulations which may 
   differ from generally accepted accounting principles.  The differences may
   be a result of deferral of certain losses or character reclassification 
   between net income and net gains.  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.

   The Fund hereby designates $450,417 as tax-exempt dividends for the year
   ended December 31, 1995.

3. TRANSACTIONS WITH AFFILIATES

   The Fund has an investment advisory agreement with Manning & Napier
   Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
   computed daily and payable monthly, at an annual rate of 0.50% of the Fund's
   average  daily  net  assets.  The fee amounted to $50,130 for the year ended
   December 31, 1995.

   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.

                                    17
<PAGE>

Notes to Financial Statements

3. TRANSACTIONS WITH AFFILIATES (continued)

   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 $2,406 for the year ended December 31, 1995.

   The Advisor has voluntarily agreed to waive its fee and, if necessary,
   pay  other  expenses of the Fund in order to maintain total expenses for the
   Fund at no more than 0.85% of average daily net assets each year.

   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 $6,792 for the
   year ended December 31, 1995.

4. PURCHASES AND SALES OF SECURITIES

   Purchases and sales of securities, other than short-term securities, were
   $3,217,042 and $505,118, respectively, for the year ended December 31, 1995.

5. CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>

   Transactions in shares of Diversified Tax Exempt Series Class R Common Stock
   were:

  
                                                    For the Period 2/14/94
                    For the Year                 (commencement of operations)
                   Ended 12/31/95                        to 12/31/94
                Shares         Amount                Shares               Amount
            ---------------  -----------  ----------------------------  -----------
<S>         <C>              <C>          <C>                           <C>

Sold               330,682   $3,323,798                       977,105   $9,492,298 
Reinvested          43,117      433,995                        18,688      172,679 
Redeemed           (82,916)    (811,224)                      (79,571)    (742,049)
Total              290,883   $2,946,569                       916,222   $8,922,928 
</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 and futures contracts and may involve, to a varying degree,
   elements of risk in excess of the amounts recognized for financial statement
   purposes.  No such investments were held by the Fund on December 31, 1995.

  


                                    18
<PAGE>


Report of Independent Accountants

To the Shareholders and Directors of
Manning & Napier Fund, Inc.-Diversified Tax Exempt Series:

We have audited the accompanying statement of assets and liabilities of
Manning & Napier Fund, Inc.- Diversified Tax Exempt Series, including the
schedule of portfolio investments, as of December 31, 1995, the related
statements  of  operations  for the year then ended, changes in net assets and
the financial highlights for the year then ended and for the period from
February  14,  1994  (Commencement  of Operations) to December 31, 1994. These
financial  statements  and  financial highlights are the responsibility of the
Funds management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of December 31, 1995 by correspondence with the custodian. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement  presentation. We believe that our audit provides a reasonable basis
for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier Fund, Inc.-Diversified Tax Exempt Series as of December 31,
1995,  the  results  of its operations for the year then ended, the changes in
its  net  assets  and the financial highlights for the year then ended and for
the period from February 14, 1994 (Commencement of Operations) to December 31,
1994,  in conformity with generally accepted accounting principles.

Coopers & Lybrand L.L.P.


Boston, Massachusetts
January 26, 1996

                                    19
<PAGE>





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