MANNING & NAPIER FUND INC
N-30D, 1996-08-22
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                         Manning & Napier Fund, Inc.

                               Diversified Tax
                                Exempt Series
                              Semi-Annual Report
                                June 30, 1996

<PAGE>

Management Discussion & Analysis

Dear Shareholders:

A  woman  named  Irene  Peter once said, "Just because everything is different
doesn't  mean  anything has changed.  While she probably was not talking about
the  municipal bond market, her words capture our view of that market over the
last  six  months.   Since the end of 1995 everything is different, but from a
longer_term investment perspective, nothing has changed.

What are we trying to get at?  At the end of 1995 and early in 1996, there was
a  sense  that  the  economy was soft and that there might even be a recession
later  in the year.  Unfortunately for the fixed income markets, the Bureau of
Labor  Statistics (BLS) February jobs report, which was issued in early March,
shattered that perception.  After that, additional BLS releases reinforced the
February  report,  and  perceptions about the economy reversed themselves.  In
place  of  worries  about  a recession, concerns about the economy overheating
began  to take center stage.  At the same time, concerns about inflation began
to  grow.   Most investors, including those in the muni markets, were becoming
increasingly  concerned  about rising commodity prices, and there were growing
concerns that tight labor markets would translate into higher wages.

According  to  the  BLS reports, the average monthly gain in non_farm payrolls
during  the  last  six  months  of 1995 was just over 175,000.  The figure has
increased  to  slightly  more than 220,000 new jobs per month during the first
half  of  this  year.  An acceleration in the rate of new job growth generally
coincides  with an acceleration in the overall rate of economic growth; hence,
the change in the market's expectations about growth.

Breaking  down  the  BLS  figures  provides  some  interesting  insights.  
Manufacturing job growth has actually been negative year_to_date, declining by
an  average  of  about 15,000 jobs per month.   Obviously manufacturers remain
cautious  about  the  prospects  for  economic growth.  On the other hand, the
construction  sector  of  the  economy has been rather resilient, adding about
30,000  new  jobs  each  month,  and doing that in the face of rising interest
rates.    However, the real driving force behind the increase in the economy's
job  growth  has been the service sector of the economy; "non_goods producing"
jobs are growing at an average monthly rate of close to 210,000.

                                      1
<PAGE>
Management Discussion and Analysis (continued)

On  the inflation front, market participants began to focus on the CRB Futures
Index and the Goldman Sachs Commodity Index as the second quarter progressed. 
At  its  peak  during  the  second quarter, the CRB Index was up more than 10%
year_over_year,  and  7%  year_to_date.    At about the same time, the Goldman
Index was up around 18% year_over_year, and 6% year_to_date.

Commodity  price  increases  can  be,  but  are not necessarily, precursors to
rising  inflation.    In  this  instance  there were extenuating circumstances
behind  the increases in both of these indices.  The CRB index is dominated by
grains  and  foodstuffs,  and the supply of these goods is highly dependent on
the  weather.  The more "friendly" the meteorological environment, the greater
the  potential  supply  of grains and foodstuffs.  As everyone is quite aware,
the  weather  at  the  start  of this year would not generally be described as
"friendly".    The weather also played a role in the rise in the Goldman Sachs
Index.    That  index  is  dominated  by crude oil, gasoline, heating oil, and
natural  gas.    Energy prices were pushed up as the harsh weather began early
last  winter,  and extended well into this spring.  As nice weather started to
dawn,  the  pressure  on both of these indices has mitigated, and both are now
below their levels at the start of the year.

As  for the concerns about wages, they have been driven more by the conditions
that  are  sometimes  associated  with  wage  increases  than  by large actual
increases  in  wages.  A tight labor market, as exhibited by low unemployment,
and  accelerating  job  growth  both  suggest  wage  pressures  could start to
develop.  Year_over_year, the rate of change in hourly earnings has increased;
hovering just below 3% throughout the second half of 1995, increasing to about
3%  during the first quarter, and finishing the second quarter at about 3.5%. 
But unit labor costs, which take into account the productivity gains that have
characterized  this  expansion,  suggest  wages as a cost of production remain
very well behaved.

On  the  political  front, tax reform, which once was a primary concern of the
muni  market,  has  now  become  a  secondary  or even tertiary issue.  As the
political  season progressed, the likelihood of major changes to the tax code,
and  especially  a flat tax, continued to diminish.  At this point, a flat tax
is  rarely even mentioned, and the yield premium that had been priced into the
muni  market  has  vanished.  This is reflected in the relative performance of
the  muni  market  year-to-date.    Two  indices  with  similar  interest rate
sensitivities  are  the  Merrill Lynch Intermediate Muni Index and the Merrill
Lynch Intermediate Government_Corporate Index.  The muni market, even with its
lower  yields,  has  outperformed  the  government_corporate index by 75 basis
points.

                                      2
<page >

Management Discussion and Analysis (continued)

Of  course  that  was  a  good_news/bad_news  story; while the muni market has
outperformed,  it  has  not  been  profitable in the first half of this year. 
Changing economic perceptions had a negative effect on all bond markets during
the  first half of 1996, and they were more than enough to offset the positive
changes in the political environment for the muni market.

So if everything is different, what hasn't changed?  Let's start with a market
reality  -    changes  in  perception  are  often  driven by somewhat isolated
economic  statistics.  Such statistics can contradict themselves from month to
month,  and are prone to short_term aberrations.  However, even if the economy
does  reaccelerate, as some of the indicators suggest, and inflation increases
modestly,  the  investor  should  continue  to  focus  on  the long_term, more
comprehensive  trends.   After all, yields are already discounting an increase
in  inflation,  while longer term positive factors are firmly in place.  It is
the  long-range  picture  which  has not changed, and which remains the key to
success.

With  all  the  changes  that  have  occurred, we believe our overview remains
firmly  in  place.    The  global economy, the proliferation of trade, and the
increase  in international competition have put into place a long_term secular
dynamic  that  supersedes  monthly  economic  releases  and  cyclical events. 
Competition is a wonderful thing.  For consumers, it provides a greater number
of  choices,  forcing  businesses  to  be more competitive, especially when it
comes  to price.  That dampens inflation.  Businesses recognize that they need
to  be  more  competitive  and  have  focused their energies on efficiency and
productivity  gains - a virtuous cycle that also limits inflation.  And policy
makers,  recognizing who their constituents are, know that it is in their best
interest  to  follow  sound  fiscal  and  monetary  policies.    On those rare
occasions  when they do go astray, the importance of the financial markets has
grown  to  the  point where they are only political poll that really matters. 
When  necessary,  they  will  express  their  displeasure,  generally  forcing
policies back on track.

With  such  an  overview,  we  continue  to  emphasize  high  credit  quality,
longer_term  non_callable  issues.    We  maintain  our preference for general
obligation  securities,  for  credit  as  well  as  liquidity  reasons.  Where
necessary  we look for insurance overlays, or bonds that are pre_refunded.  We
applied  this strategy quite aggressively when muni yields reached 6.0% at the
end  of  the  second quarter, a strategy that we have used successfully in the
past.

                                      3
<PAGE>

Management Discussion and Analysis (continued)

At  the  end of 1995, we mentioned that the market was already discounting the
best  case economic scenario.  When that is the case, the market is more often
disappointed than it is pleasantly surprised.  That has been the case in 1996.
  However, while these may be "the times that try investors souls" (excuse the
literary  license),  they are very often the times of investment opportunity. 
We think now is one of those times.
appreciate  the  opportunity  to  serve  you,  and we look forward to our next
opportunity to update you on our progress.

Sincerely.



Manning & Napier Advisors, Inc.


[pie chart]

Portfolio Composition


General Obligation Bonds - 81%
Revenue Bonds - 17%
Pre-Refunded Bonds - 2%

[pie chart]

Quality Ratings*

Aaa - 70%
Aa - 25%
A - 5%

*Using Moodys Ratings

                                      4
<PAGE>

Performance Update as of June 30, 1996 (unaudited)

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 (6/30/96) 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
06/30/96               Investment             Cumulative     Annual
<S>          <C>                             <C>            <C>

One Year     $                       10,539          5.39%     5.39%
Inception 2  $                       10,867          8.67%     3.56%
</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch Intermediate Municipal Index

                                                                Total Return
Through                                     Growth of $10,000                  Average
06/30/96                                        Investment       Cumulative     Annual
<S>                                         <C>                 <C>            <C>

One Year                                    $           10,563          5.63%     5.63%
Inception 2                                 $           11,068         10.68%     4.36%

</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 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.

2 The 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 Fund, Inc.       Merrill Lynch Intermdiate
Date         Diversified Tax Exempt Series     Municipal Index

<S>          <C>                               <C>
01/17/94     $ 10,000                           $10,000
06/30/94        9,600                             9,652
12/31/94        9,461                             9,709
06/30/95        10,311                           10,478
12/31/95        11,003                           11,009
06/30/96        10,867                           11,068
</TABLE>






                                      5
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)


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

MUNICIPAL SECURITIES - 95.2%

ALASKA - 2.1%
Anchorage, G.O. Bond, 6.10%, 8/1/2004                           $300,000  $319,722 

ARIZONA - 2.9%
Central Arizona Water Conservation District, Revenue
   Bond, 4.70%, 5/1/2004                                         200,000  195,628 
Maricopa County School District No. 097 Deer Valley,
   G.O. Bond, Series A, 5.20%, 7/1/2007                          250,000  248,758 
                                                                          444,386 

CALIFORNIA - 1.1%
El Paso County School District No. 020, G.O. Bond,
   Series A, 6.20%, 12/15/2007                                   160,000  173,683 

DELAWARE - 2.6%
Delaware, G.O. Bond, Series A, 5.00%, 3/1/2008                   200,000  193,628 
Wilmington, G.O. Bond, Series B, 5.90%, 4/1/2000                 200,000  208,794 
                                                                          402,422 

DISTRICT OF COLUMBIA - 1.4%
District of Columbia, G.O. Bond, Series A, 7.65%, 12/1/2003      200,000  219,066 

FLORIDA - 3.1%
Dade County School District, G.O. Bond, 6.125%, 8/1/2008         150,000  159,571 
Florida State Board of Education Capital Outlay Public Edu.,
   G.O. Bond Series C, 5.60%, 6/1/2025                           135,000  130,677 
Florida State Dept. of Environmental Preservation 2000,
   Revenue Bond, Series A, 4.50%, 7/1/2003                       200,000  194,262 
                                                                          484,510 

GEORGIA - 4.8%
Atlanta, G. O. Bond, 5.60%, 12/1/2018                            350,000  337,439 
Georgia, G.O. Bond, Series B, 5.65%, 3/1/2012                    200,000  202,268 
Glynn County Board of Education, G.O. Bond, 5.00%, 7/1/2006      200,000  194,628 
                                                                          734,335 

HAWAII - 2.4%
Hawaii, G.O. Bond, Series BO, 6.20%, 8/1/1996                    100,000  100,230 
Hawaii, G.O. Bond, Series CH, 6.00%, 11/1/2007                   260,000  274,890 
                                                                          375,120 
</TABLE>


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

                                      6
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)



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

IDAHO - 0.7%
Ada & Canyon Counties Joint School District No. 2 Meridian,
   G.O. Bond, 5.10%, 7/30/2005                                        $100,000  $100,067 

ILLINOIS - 3.8%
Aurora, G.O. Bond, 5.80%, 1/1/2012                                     190,000  191,214 
Chicago Schools Financial Authority, G.O. Bond, 5.00%, 6/1/2007        200,000  192,020 
Chicago, G.O. Bond, Series A, 5.875%, 1/1/2022                         100,000   98,249 
Illinois, Certificate Participation, Series 1995A, 5.60%, 7/1/2010     100,000   98,948 
                                                                                580,431 

INDIANA - 1.8%
Bloomington Sewer Works, Revenue Bond, 5.80%, 1/1/2011                 150,000  151,243 
Lafayette Waterworks, Revenue Bond, 4.90%, 7/1/2006                    140,000  133,207 
                                                                                284,450 

IOWA - 2.4%
Cedar Rapids, G. O. Bond, 6.45%, 6/1/2014                              350,000  365,029 

KENTUCKY - 3.6%
Jefferson County School District Finance Corp. School
   Building, Revenue Bond, Series A, 5.00%, 2/1/2011                   300,000  281,061 
Kentucky State Turnpike Authority Revitalization
    Projects, Revenue Bond, 6.50%, 7/1/2008                            250,000  276,400 
                                                                                557,461 
MAINE - 1.9%
Hermon, G.O. Bond, 5.60%, 11/1/2013                                     75,000   73,769 
Portland, G.O. Bond, 6.20%, 4/1/2006                                   200,000  216,370 
                                                                                290,139 

MASSACHUSETTS - 3.5%
Martha's Vineyard Regional High School District No. 100,
   G. O. Bond, 6.70%, 12/15/2014                                       200,000  215,594 
Massachusetts Municipal Electric Supply System,
   Revenue Bond, Series A, 5.00%, 7/1/2017                             200,000  178,926 
Massachusetts Water Authority General Ref., Revenue Bond,
   Series B, 5.25%,  3/1/2013                                          155,000  146,904 
                                                                                541,424 
</TABLE>


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

                                      7
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)



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

MARYLAND - 2.4%
Prince Georges County Public Improvement, G.O. Bond,
   5.00%, 3/15/2014                                          $200,000  $184,288 
Washington County Public Improvement, G.O. Bond,
   4.875%, 1/1/2010                                           200,000  185,848 
                                                                       370,136 

MICHIGAN - 3.7%
Dearborn School District, G.O. Bond, 5.10%, 5/1/2006          200,000  196,452 
Farmington Hills, G.O. Bond, 5.80%, 10/1/2006                  50,000   51,610 
Farmington Hills, G.O. Bond, 5.90%, 10/1/2007                  75,000   77,434 
Farmington Hills, G.O. Bond, 5.70%, 10/1/2005                  65,000   67,069 
Pinckney Community Schools, G.O. Bond, 5.00%, 5/1/2014        200,000  182,552 
                                                                       575,117 

MINNESOTA - 2.6%
Minnesota Various Purpose, G.O. Bond, 6.60%, 8/1/1999         200,000  212,342 
Western Minnesota Municipal Power Agency, Revenue
   Bond, 6.625%, 1/1/2016                                     175,000  190,698 
                                                                       403,040 

MISSISSIPPI - 1.4%
Mississippi, G.O. Bond, 6.30%, 12/1/2006                      200,000  215,552 

MISSOURI - 1.6%
Missouri State Ref.- Third Street Building, G.O. Bond,
   Series A, 5.125%, 8/1/2009                                 250,000  244,740 

Montana - 1.2%
Montana Long Range Building Project, G.O. Bond, Series A,
   4.875%, 8/1/2010                                           200,000  185,802 

NEVADA - 4.0%
Clark County School District, G.O. Bond, 6.00%, 6/15/2002     100,000  105,574 
Henderson Water, G.O. Bond, Series A, 5.65%, 12/1/2003        300,000  312,714 
Nevada State Project No. 42, G.O. Bond, 5.70%, 9/1/2008       200,000  204,006 
                                                                       622,294 
</TABLE>


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

                                      8
<PAGE>



<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)



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

NEW HAMPSHIRE - 1.4%
New Hampshire, G.O. Bond, 6.60%, 9/1/2014                            $ 200,000   $213,010

NEW JERSEY - 3.0%
New Jersey State Highway Authority, Garden State
   Parkway, Revenue Bond, 5.50%, 1/1/2000                              200,000   205,444
West Windsor Plainsboro, G.O. Bond, 5.25%, 12/1/2004                   250,000   254,587
                                                                                 460,031

NEW MEXICO - 1.3%
Albuquerque, G.O. Bond, Series A & B, 4.70%, 7/1/2000                  200,000   200,506

NEW YORK - 3.7%
New York State Thruway Authority, Revenue Bond,
   Series A, 5.50%, 1/1/2023                                           200,000   189,342
Sands Point, G.O. Bond, 6.70%, 11/15/2013                              350,000   375,921
                                                                                 565,263

NORTH CAROLINA - 2.6%
Charlotte Public Improvement, G.O. Bond, 5.70%, 2/1/2002               200,000   210,730
North Carolina State Prison Facilities, G.O. Bond, 4.80%, 3/1/2009     200,000   187,570
                                                                                 398,300

OHIO - 4.3%
Ohio Public Facilities, Community Higher Education,
   Revenue Bond, Series II-A, 4.25%, 12/1/2002                         200,000   190,674
Summit County Various Purpose, G.O. Bond, 6.625%, 12/1/2012            200,000   214,178
Salem Pedestrian Safety Impts, G.O. Bond, 5.50%, 5/1/2010              255,000   252,787
                                                                                 657,639

PENNSYLVANIA - 3.6%
Cambria County, G.O. Bond, Series A, 6.10%, 8/15/2016                  350,000   353,920
Pennsylvania State, G.O. Bond, Second Series, 6.00%, 7/1/2005           90,000    95,392
Pennsylvania State, G.O. Bond, First Series, 5.30%, 5/1/2005           100,000   100,977
                                                                                 550,289
</TABLE>


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

                                      9
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)

                                                              Principal   Value
                                                               Amount    (Note 2)

<S>                                                           <C>        <C>

RHODE ISLAND - 2.1%
Rhode Island State, G.O. Bond, Series A, 6.20%,  6/15/2004     $300,000  $321,864 

SOUTH CAROLINA - 1.3%
South Carolina State Capital Improvement, G.O. Bond,
   4.10%, 4/1/2001                                              200,000  194,510 

TENNESSEE - 3.1%
Johnson City School Sales Tax, G.O. Bond, 6.70%, 5/1/2021       350,000  373,335 
Lawrence County, G.O. Bond, 6.60%, 3/1/2013                     100,000  106,416 
                                                                         479,751 

TEXAS - 1.3%
Dallas Waterworks & Sewer, Revenue Bond, 5.625%, 4/1/2009       200,000  201,042 

UTAH - 4.5%
Alpine School District, G.O. Bond, 5.375%, 3/15/2009            250,000  245,802 
Nebo School District, G.O. Bond, 6.00%, 6/15/2018               450,000  450,657 
                                                                         696,459 

VIRGINIA - 3.0%
Franklin County Capital Improvement , G.O. Bond,
   6.60%, 7/15/2013                                             250,000  266,683 
Loudoun County, G.O. Bond, Series A, 4.50%, 10/1/1997           200,000  201,546 
                                                                         468,229 

WASHINGTON - 3.0%
Kitsap County School District, G.O. Bond, 6.625%, 12/1/2008     350,000  373,324 
Seattle Met. Municipality, G.O. Bond, 5.65%, 1/1/2020           100,000   94,300 
                                                                         467,624 

WISCONSIN - 2.0%
Wisconsin State, G.O. Bond, Series A, 5.75%, 5/1/2001           300,000  313,347 
</TABLE>



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

                                      10
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)


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

TOTAL MUNICIPAL SECURITIES                                       $14,676,790 
(Identified Cost $14,540,415)

SHORT-TERM INVESTMENTS - 1.9%
Dreyfus Municipal Reserves (Identified Cost $295,155)  295,155      295,155 

TOTAL INVESTMENTS - 97.1%                                        14,971,945 
(Identified Cost $14,835,570)

OTHER ASSETS, LESS LIABILITIES - 2.9%                               448,412 

NET ASSETS - 100%                                               $15,420,357 
</TABLE>



Key -
G.O. Bond - General Obligation Bond
Rev. Bond - Revenue Bond
Dist. - District

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $14,835,570 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $ 291,414 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                              (155,039)

UNREALIZED APPRECIATION - NET                                                   $ 136,375 

</TABLE>



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

                                      11
<PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)

JUNE 30,1996
<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $14,835,570)(Note 2)  $14,971,945 
Cash                                                             199,541 
Interest receivable                                              218,483 
Receivable for fund shares sold                                   57,480 

TOTAL ASSETS                                                  15,447,449 


LIABILITIES:

Accrued management fees (Note 3)                                   6,021 
Accrued Directors' fees (Note 3)                                   5,239 
Transfer agent fees payable (Note 3)                                 289 
Audit fee payable                                                  8,006 
Registration & filing fees                                         5,164 
Other payables and accrued expenses                                2,373 

TOTAL LIABILITIES                                                 27,092 

NET ASSETS FOR 1,540,006 SHARES
   OUTSTANDING                                               $15,420,357 

NET ASSETS CONSIST OF:

Capital stock                                                $    15,400 
Additional paid-in-capital                                    15,227,358 
Undistributed net investment income                               49,503 
Accumulated net realized loss on investments                      (8,279)
Net unrealized appreciation on investments                       136,375 

TOTAL NET ASSETS                                             $15,420,357 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($15,420,357/ 1,540,006 shares)                              $     10.01 

</TABLE>


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

                                      12
<PAGE>

<TABLE>

<CAPTION>




Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Interest                                               $  347,621 

EXPENSES:

Management fees (Note 3)                                   33,927 
Directors' fees (Note 3)                                    3,426 
Transfer agent fees (Note 3)                                1,629 
Audit fee                                                   6,796 
Custodian fee                                               2,984 
Registration & filing fees                                  2,186 
Miscellaneous                                               1,145 

Total Expenses                                             52,093 

NET INVESTMENT INCOME                                     295,528 


NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS     (446,678)

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                      ($151,150)

</TABLE>



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

                                      13
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets (unaudited)
                                                         For the Six Months     For the Year
                                                           Ended 6/30/96       Ended 12/31/95
<S>                                                     <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                               295,528           453,193 
Net realized loss on investments                                         --            (6,797)
Net change in unrealized appreciation on investments               (446,678)        1,031,995 

Net increase (decrease) in net assets from operations              (151,150)        1,478,391 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                         (253,902)         (453,725)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                          3,373,261         2,946,569 


Net increase in net assets                                        2,968,209         3,971,235 


NET ASSETS:

Beginning of period                                              12,452,148         8,480,913 

End of period (including undistributed net investment
   income of $49,503 and $7,877 respectively)           $        15,420,357   $    12,452,148 

</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 Six     For the Year    (commencement of
                                                      Months Ended       Ended          operations)
                                                        6/30/96         12/31/95        to 12/31/94
<S>                                                  <C>             <C>             <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD               $       10.32   $        9.26   $           10.00 

Income from investment operations:
   Net investment income                                     0.212           0.428               0.210 
   Net realized and unrealized gain (loss)
      on investments                                        (0.342)          1.062              (0.749)

Total from investment operations                            (0.130)          1.490              (0.539)

Less distributions to shareholders:
   From net investment income                               (0.180)         (0.430)             (0.201)

NET ASSET VALUE - END OF PERIOD                      $       10.01   $       10.32   $            9.26 

Total return: 1                                             (1.24)%          16.29%             (5.39)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                               0.77%(2)           0.79%         0.85%(2)(3)
    Net investment income                                  4.35%(2)           4.52%         3.71%(2)(3)

Portfolio turnover                                               0%              5%                  4%

NET ASSETS - END OF PERIOD (000'S OMITTED)           $      15,420   $      12,452   $           8,481 

</TABLE>




1  Total return represents aggregate total return for the period indicated.
2  Annualized.
3  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 would 
have been $0.186, and the annualized ratios would have been as follows:  
Expenses - 1.29%; Net investment income - 3.27%.


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

                                      15
<PAGE>

Notes to Financial Statements (unaudited)


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 June 30,
  1996,  940  million shares have been designated in total among 19 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 Funds 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

                                      16
<PAGE>

Notes to Financial Statements (unaudited)
2.  SIGNIFICNAT ACCOUNTING POLICIES (continued)
     FEDERAL INCOME TAXES (continued)
  requirements  of  the  Internal Revenue Code.  Accordingly, no provision for
 federal income tax or excise tax has been made in the financial statements.

At  June  30,  1996,  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  net  investment income are made
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of  deferral of certain losses or character reclassification between
  net income and net gains.  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 $33,927 for the six months
 ended June 30, 1996.

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

                                      17
<PAGE>


Notes to Financial Statements (unaudited)
3.  TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no more than 0.85% of average daily net assets each year.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
 rate of 0.024%; this fee amounted to $1,629 for the six months ended June 30,
 1996.

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

       The compensation of the non-affiliated Directors totaled $3,426 for the
 six months ended June 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $3,125,734 and $0, respectively, for the six months ended June 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>




             Transactions in shares of Diversified Tax Exempt Series Class R Common Stock were:

                                             For the Six Months                                  For the Year
                                                Ended 6/30/96                                  Ended 12/31/95

                                    Shares                                           Amount         Shares
<S>          <C>                                                                  <C>          <C>

Sold                                                                     351,855   $3,565,500          330,682 
Reinvested                                                                24,627      244,350           43,117 
Repurchased                                                              (43,581)    (436,589)         (82,916)
             --------------------------------------------------------------------  -----------  ---------------
Total                                                                    332,901   $3,373,261          290,883 









               Amount
<S>          <C>

Sold         $3,323,798 
Reinvested      433,995 
Repurchased    (811,224)
             -----------
Total        $2,946,569 

</TABLE>



                                      18
<PAGE>

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

7.     SPECIAL MEETING OF SHAREHOLDERS

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

                                      19
<PAGE>


                         Manning & Napier Fund, Inc.

                             International Series
                              Semi-Annual Report
                                June 30, 1996

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

In the first half of 1996, the International Series outperformed international
indices, such as the Morgan Stanley Capital International World Index, and its
return  was  also slightly stronger than the U.S. market as represented by the
S&P 500 Total Return Index.  Investments in Germany, France, Italy, Spain, and
Mexico,  some of the periods best-performing markets, were strong contributors
to  the  Series performance.  As of June 30, 1996, the Series held investments
in  Germany (29% of the portfolio), France (28%), Italy (12%), Spain (9%), the
United Kingdom (2%), Mexico (3%), and Hong Kong (5%).

In Europe, the economies are weak and unemployment is high. Monetary policies,
which  were at strict levels due to the move towards monetary union, have been
relaxed;  however,  growth  remains  sluggish.   In addition to this easing of
monetary  policy,  governments  need  to  implement  major  restructuring  of
burdensome  business  regulation  and  social  welfare  programs.  Indeed, the
governments  of  Germany  and  France  have  adopted  plans  for  aggressive
restructuring  aimed at reducing bloated government budgets by cutting welfare
programs.   These plans have led to public outcry, but the plans have not been
derailed  as  the  importance of reform is clear.  We believe that the changes
which  will  be  taking place in Europe will result in impressive increases in
growth  in  that  part  of  the world, and we have positioned the portfolio in
several European countries in order to benefit from that expected growth.

In  Spain,  there are also more country-specific changes taking place.  In the
Annual  Report  last December, we wrote that we expected a right wing party to
win  the  March  election  and  to  take reforms further in that country.  The
Popular Party did win Spains election in March and a new government was formed
in  May.    Already,  many  reforms  have been enacted which reduce government
expenditures and reduce business regulations and taxes.  The response from the
financial  markets  has been encouraging - bond yields have fallen sharply and
the  Spanish  stock  market was the best performing in the world for the first
half of the year.

The  massive  growth  potential  of  the  Chinese  mainland  economy  offers
extraordinary  potential  to  the companies that can position themselves to be
beneficiaries  of  that  growth.  While the political system in China is still
one  based  on  Communist principles, the economy is far more of a free market
than  many realize.  As the global economy becomes more integrated, we believe
the  Chinese  will  continue  to move even further towards a free market based
system.  We expect this movement to enhance the growth rate of the economy and
lead  to  a  re-evaluation  of  Chinese-based  companies.  Through holdings of
H-shares (shares of Chinese companies which trade in Hong Kong), we have taken
positions  in companies that we believe offer great potential while trading at
very  attractive  valuations.  Limited liquidity, and the volatile nature of a
market  undergoing  great  change,  are  the  reasons  we  have  limited  this
investment to its current size.

                                      1
<PAGE>

Management Discussion and Analysis

We initially invested in Mexico in late 1994, when the devaluation of the peso
presented the opportunity to purchase companies which had extremely formidable
market  positions  and  strong  balance sheets but which were not dramatically
affected  by the devaluation.  The devaluation-inspired panic has evolved into
what  we  believe  to  be  a  strong  sustainable growth trend as exports have
strengthened.    In addition, Mexico has adopted a policy of allowing interest
rates  to  fluctuate on a free market basis, and this has allowed the currency
to  remain  stable  in  the  face  of  inflation,  which  is  still high.  The
fundamentals  of  the  Mexican  economy  are looking more and more stable, and
consensus estimates are for growth of over 2.5% in 1996 and over 4% in 1997.

An  important  investment  theme  at  Manning  & Napier has been the growth of
international  competition  and  the  importance  of  taking  a global view in
searching  for  investment  opportunities,  and  the International Series will
continue  to play an important role in our implementation of our strategies in
the international arena.

We  appreciate  the  opportunity to serve you, and we look forward to our next
opportunity to update you on our progress.

Sincerely,



Manning & Napier Advisors, Inc.

[pie chart]
Portfolio Allocation by Country* - As of 6/30/96

France - 32%
Germany - 33%
Hong Kong - 6%
Italy - 14%
Mexico - 3%
Spain - 10%
United Kingdom - 2%

*As a percentage of commom stock

                                      2
<PAGE>

Performance Update as of June 30, 1996


The value of a $10,000 investment in the Manning & Napier Fund, Inc. - 
International from its inception (8/27/92) to present (6/30/96) 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
Through                      Growth of $10,000                  Average
06/30/96                         Investment       Cumulative     Annual
<S>                          <C>                 <C>            <C>

One Year                     $           11,313         13.13%    13.13%
Inception 2                  $           13,229         32.29%     7.55%

</TABLE>



<TABLE>

<CAPTION>




S&P 500 Total Return Index

                                                Total Return
Through                     Growth of $10,000                  Average
06/30/96                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           12,593         25.93%    25.93%
Inception 2                 $           17,956         79.56%    16.44%

</TABLE>



<TABLE>

<CAPTION>




Morgan Stanley
Capital International World Index
                                                       Total Return
Through                            Growth of $10,000                  Average
06/30/96                               Investment       Cumulative     Annual
<S>                                <C>                 <C>            <C>

One Year                           $           11,844         18.44%    18.44%
Inception 2                        $           16,439         64.39%    13.79%
</TABLE>



1 The 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 an market
capitalization-weighted  measure of the total return of 1,570 companies listed
on the stock exchanges of the United States, Europe, Canada, Australia, New
Zealand and the Far East.  The Morgan Stanley Capital International 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.

2 Performance numbers for the Fund and Indices 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>





            Manning & Napier    S&P 500 Total   Morgan Stanley Capital
Date      International Series  Return Index   International World Index
<S>       <C>                   <C>            <C>

08/27/92                10,000         10,000                     10,000
12/31/92                10,598         10,643                      9,880
12/31/93                13,359         11,709                     12,103
12/31/94                11,425         11,868                     12,717
12/31/95                11,898         16,312                     15,351
06/30/96                13,229         17,955                     16,439
</TABLE>



                                      3
<PAGE>

<TABLE>

<CAPTION>


Investment Portfolio - June 30, 1996 (unaudited)

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

COMMON STOCK - 88.09%

FRANCE - 28.37%

AEROSPACE & MILITARY TECHNOLOGY - 0.30%
   Thomson CSF SA*                                                                 14,132  $    396,690 

AUTOMOBILES - 0.76%
   PSA Peugeot Citroen                                                              7,545     1,008,458 

BANKING - 2.22%
   Cie Financiere De Paribas                                                       13,919       820,845 
   Compagnie de Suez SA                                                            18,822       687,536 
   Credit Foncier de France                                                         5,232        34,001 
   Societe Generale Paris                                                          12,813     1,406,846 
                                                                                              2,949,228 

BEVERAGE & TOBACCO - 2.09%
   LVMH (Louis Vuitton Moet-Hennessy)                                              11,764     2,786,442 

BUILDING MATERIALS & COMPONENTS - 0.60%
   Lafarge                                                                         13,327       805,322 

BUSINESS & PUBLIC SERVICES - 1.40%
   Compagnie Generale des Eaux                                                     16,665     1,858,885 

CHEMICALS - 1.72%
   L'Air Liquide                                                                   12,960     2,285,326 

CONSTRUCTION & HOUSING - 0.29%
   Bouygues                                                                         3,502       389,949 

ELECTRICAL & ELECTRONICS - 1.38%
   Alcatel Alsthom                                                                 21,010     1,830,003 

ENERGY SOURCES - 3.47%
   Elf Acquitaine                                                                  37,335     2,742,055 
   Total SA - B                                                                    25,288     1,872,965 
                                                                                              4,615,020 

FINANCIAL SERVICES - 0.54%
   Compagnie Bancaire SA                                                            3,827       430,592 
   Societe Eurafrance SA                                                              743       286,828 
                                                                                                717,420 
</TABLE>
The accompanying noters are an integral part of the financial statements.

                                        4
<PAGE>


<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)


                                                                                           Value
                                                                            Shares         (Note 2)
<S>                                                                         <C>            <C>
FOOD & HOUSEHOLD PRODUCTS - 1.18%
   Groupe Danone                                                                   10,381  $  1,568,758 

HEALTH & PERSONAL CARE - 2.92%
   Sanofi SA                                                                       11,667       873,174 
   L'Oreal                                                                          9,103     3,017,908 
                                                                                              3,891,082 

INDUSTRIAL COMPONENTS - 0.55%
   Michelin-B*                                                                     14,874       725,968 

LEISURE & TOURISM - 0.50%
   Accor SA                                                                         4,809       671,686 

MACHINERY & ENGINEERING - 2.11%
   Schneider SA                                                                    13,384       701,018 
   Sidel SA                                                                         8,300     2,107,643 
                                                                                              2,808,661 

MATERIALS & COMMODITIES - 1.53%
   Compagnie de Saint-Gobain                                                       15,232     2,035,895 

MERCHANDISING - 2.87%
   Carrefour Supermarche                                                            6,048     3,383,657 
   Casino Guichard-Perrachon                                                       10,600       436,962 
                                                                                              3,820,619 

MULTI-INDUSTRY - 1.94%
   AXA                                                                             27,573     1,506,246 
   Chargeurs International SA                                                       1,235        55,127 
   Lyonnaise des Eaux-Dumex                                                         7,655       730,023 
   Pathe SA                                                                         1,235       289,410 
                                                                                              2,580,806 

TOTAL FRENCH SECURITIES
   (Identified Cost $30,335,405)                                                             37,746,218 

GERMANY - 28.65%

AIRLINES - 0.25%
   Deutsche Lufthansa AG*                                                           2,370       335,017 
</TABLE>

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

                                        5
<PAGE>


<TABLE>
<CAPTION>

Investment Portfolio - June 30, 1996 (unaudited)


                                                                                           Value
                                                                            Shares              (Note 2)
<S>                                                                         <C>            <C>
AUTOMOBILES - 5.04%
   Daimler Benz AG                                                                  5,954  $  3,188,862 
   Daimler Benz AG - Rights, 7/3/1996                                               5,954           820 
   Volkswagen AG                                                                    9,484     3,524,213 
                                                                                              6,713,895 

BANKING - 2.91%
   Bayerische Vereinsbank AG                                                       49,730     1,389,629 
   Dresdner Bank AG                                                                99,090     2,482,927 
                                                                                              3,872,556 

CHEMICALS - 2.21%
   Bayer AG                                                                        83,750     2,941,813 

CONSTRUCTION & HOUSING  - 0.76%
   Hochtief AG                                                                      2,277     1,015,647 

ELECTRICAL & ELECTRONICS - 4.83%
   Siemens AG                                                                     120,000     6,421,488 

INSURANCE - 3.01%
   Allianz AG Holding                                                               2,307     4,004,130 

MACHINERY & ENGINEERING - 2.02%
   Mannesmann AG                                                                    5,725     1,967,784 
   M.A.N. AG                                                                        2,902       726,211 
                                                                                              2,693,995 

MATERIALS & COMMODITIES - 0.46%
   Degussa AG                                                                       1,790       606,449 

MULTI-INDUSTRY - 1.99%
   Viag AG                                                                          6,656     2,645,798 

UTILITIES - GAS & ELECTRIC - 5.17%
   RWE AG                                                                          75,810     2,943,872 
   VEBA AG                                                                         74,150     3,934,870 
                                                                                              6,878,742 

TOTAL GERMAN SECURITIES
   (Identified Cost $29,141,791)                                                             38,129,530 

</TABLE>

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

                                        6
<PAGE>


<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)                                                
                                                                                           Value
                                                                            Share          (Note 2)
HONG KONG - 4.98%
<S>                                                                         <C>            <C>
ENERGY SOURCES - OIL/GAS - 0.73%
   Zhenhai Refining & Chemical Co Ltd.                                          3,402,000  $    966,910 

RETAIL - APPAREL - 0.73%
   Giordano International Ltd.                                                  1,000,000       968,925 

SOFTWARE - 1.10%
   Founder Hong Kong Ltd.*                                                      3,500,000     1,458,232 

TELECOMMUNICATIONS - 0.39%
   Champion Technology Holdings                                                 4,398,729       517,127 

TEXTILES & APPAREL - 1.03%
   Yizheng Chemical Fibre Co. Ltd.                                              6,224,000     1,374,974 

TRANSPORTATION - MARINE - 0.87%
   Shanghai Haixing Shipping Co.                                               17,600,000     1,159,609 

WHOLESALE - SPECIAL LINES - 0.13%
   Goldlion Holdings Ltd.                                                         200,000       171,823 

TOTAL HONG KONG SECURITIES
   (Identified Cost $7,718,378)                                                               6,617,600 

ITALY - 12.27%

AUTOMOBILES - 1.13%
   Fiat S.p.A.                                                                    450,000     1,505,870 

BUILDING MATERIAL & COMPONENTS - 0.50%
   Italcementi S.p.A.                                                              83,600       670,110 

CONSTRUCTION & HOUSING - 0.42%
   Sirti S.p.A.                                                                    86,500       555,248 

ENERGY SOURCES - OIL/GAS - 0.47%
   Edison S.p.A.                                                                  104,000       626,916 

FINANCIAL SERVICES - 1.40%
   Banca Commerciale Italiana                                                     242,000       485,736 
   Banco Ambrosiano Veneto S.p.A.                                                  80,700       216,410 
   Credito Italiano S.p.A.                                                        288,000       337,080 
   Istituto Bancario San Paolo di Torina S.p.A.                                   126,800       818,067 
                                                                                              1,857,293 

</TABLE>

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

                                                7
<PAGE>

<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)
            


                                                                                           Value
                                                                            Shares              (Note 2)

<S>                                                                         <C>            <C>
FOOD & HOUSEHOLD PRODUCTS - 0.23%
   Parmalat Finanziaria S.p.A.                                                    233,400  $    313,330 

INSURANCE - 2.80%
   Assicurazioni Generali S.p.A.                                                  123,640     2,848,281 
   R.A.S. S.p.A.                                                                   47,575       491,253 
   S.A.I.                                                                          40,400       385,703 
                                                                                              3,725,237 

MULTI-INDUSTRY - 0.88%
   Montedison S.p.A.*                                                           1,211,000       703,163 
   Pirelli S.p.A.*                                                                288,000       481,409 
                                                                                              1,184,572 

RETAIL - SPECIALTY STORES - 0.25%
   La Rinascente S.p.A.                                                            46,125       329,895 

TELECOMMUNICATIONS - 3.49%
   Telecom Italia S.p.A.                                                        1,060,000     2,276,123 
   Telecomm Italia Mobile S.p.A.*                                               1,060,000     2,365,924 
                                                                                              4,642,047 

TEXTILES & APPAREL - 0.28%
   Benetton Group S.p.A.                                                           28,800       371,614 

UTILITIES - GAS & ELECTRIC - 0.42%
   Italgas S.p.A.                                                                 150,000       559,630 

TOTAL ITALIAN SECURITIES
   (Identified Cost $16,391,965)                                                             16,341,762 

MEXICO - 2.59%

BEVERAGE & TOBACCO - 0.87%
   Coca-Cola Femsa S.A.                                                           400,000     1,163,182 

FOOD - PROCESSING - 0.84%
   Grupo Industrial Maseca S.A. - Series B                                      1,075,000     1,117,155 

REAL ESTATE - 0.17%
   Grupo Situr S.A. - Series B                                                  1,575,000       222,251 

RETAIL - DEPARTMENT STORES - 0.71%
   Cifra, SA  - Series B                                                          650,000       937,799 

TOTAL MEXICAN SECURITIES
   (Identified Cost $2,843,934)                                                               3,440,387 

</TABLE>

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

                                                8
<PAGE>

<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)

                                                                                           Value
                                                                            Shares              (Note 2)
SPAIN - 9.17%
<S>                                                                         <C>            <C>
BEVERAGE & TOBACCO - 0.16%
   Tabacalera SA - A                                                                4,266  $    214,488 

CONSTRUCTION & HOUSING - 0.26%
   Dragados & Construcciones SA                                                    11,988       158,394 
   Fomento de Construcciones y Contratas SA                                         2,277       188,144 
                                                                                                346,538 

ENERGY SOURCES - OIL/GAS - 1.00%
   Repsol SA                                                                       38,365     1,332,308 

FINANCIAL SERVICES - 2.31%
   Banco Bilbao Vizcaya                                                            28,290     1,144,516 
   Banco Central Hispanoamericano SA                                               18,888       384,280 
   Banco Santander SA                                                              18,728       873,000 
   Corp. Bancaria De Espana SA (Argentaria)                                        15,512       675,929 
                                                                                              3,077,725 

INSURANCE - 0.11%
   Corporacion Mapfre                                                               2,823       143,916 

METAL - STEEL - 0.18%
   Acerinox SA                                                                      2,343       243,823 

MULTI-INDUSTRY - 0.25%
   Autopistas Concesionaria Espanola SA                                            28,443       330,357 

REAL ESTATE - 0.03%
   Inmobiliaria Metropolitana Vasco Central SA                                      1,128        38,557 

TELECOMMUNICATIONS - 1.52%
   Telefonica de Espana                                                           110,009     2,023,774 

UTILITIES - GAS & ELECTRIC - 3.35%
   Empresa Nacional de Electridad (ENDESA)                                         29,210     1,819,282 
   Gas Natural SDG - E                                                              4,993     1,046,973 
   Iberdrola SA                                                                   122,474     1,255,427 
   Union Electrica Fenosa SA                                                       52,126       334,814 
                                                                                              4,456,496 

TOTAL SPANISH SECURITIES
   (Identified Cost $9,484,497)                                                              12,207,982 


</TABLE>
The accompanying notes are an integral part of the financial statements.

                                                9
<PAGE>


<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)

                                                                            Principal      Value
                                                                            Amount/Shares       (Note 2)
UNITED KINGDOM - 1.71%
<S>                                                                         <C>            <C>
MERCHANDISING - 1.71%
   Tesco plc                                                                      500,000  $   2,282,029 

TOTAL UNITED KINGDOM SECURITIES
   (Identified Cost $2,210,890)                                                               2,282,029 

UNITED STATES - 0.35%

SOFTWARE - 0.35%
   Dassault Systemes S.A.*                                                         15,000       465,000 

TOTAL UNITED STATES SECURITIES
   (Identified Cost $345,000)                                                                   465,000 

TOTAL COMMON STOCK
   (Identified Cost $98,471,860)                                                            117,230,508 

SHORT-TERM INVESTMENTS - 10.79%
   Freddie Mac Discount Note, 7/22/96                                          13,000,000    12,960,112 
   Dreyfus U.S. Treasury Money Market                                           1,399,025     1,399,025 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $14,359,137)                                                             14,359,137 

TOTAL INVESTMENTS - 98.88%
   (Identified Cost $112,830,997)                                                           131,589,645 

OTHER ASSETS, LESS LIABILITIES - 1.12%                                                        1,494,447 

NET ASSETS -100%                                                                           $133,084,092 
</TABLE>



*Non-income producing security.

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $112,830,997 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $24,592,361 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                              (5,843,009)

UNREALIZED APPRECIATION - NET                                                   $18,749,352 

</TABLE>



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

                                      10
<PAGE>

<TABLE>

<CAPTION>




Industry Concentration - June 30, 1996 (unaudited)

                                                     Percent of
                                                     Net Assets
<S>                                                  <C>

INDUSTRY CONCENTRATION (AS A PERCENT OF NET ASSETS)

Aerospace & Military Technology                            0.30%
Airlines                                                   0.25%
Automobiles                                                6.93%
Banking                                                    5.13%
Beverage & Tobacco                                         3.12%
Building Materials & Components                            1.10%
Business & Public Services                                 1.40%
Chemicals                                                  3.93%
Construction & Housing                                     1.73%
Electrical & Electronics                                   6.21%
Energy Sources                                             5.67%
Financial Services                                         4.25%
Food & Household Products                                  1.41%
Food Processing                                            0.84%
Health & Personal Care                                     2.92%
Industrial Components                                      0.55%
Insurance                                                  5.92%
Leisure & Tourism                                          0.50%
Machinery & Engineering                                    4.13%
Materials & Commodities                                    1.99%
Merchandising                                              4.58%
Metals-Steel                                               0.18%
Multi-Industry                                             5.07%
Real Estate                                                0.20%
Retail                                                     1.68%
Software                                                   1.45%
Telecommunication                                          5.40%
Textiles & Apparel                                         1.31%
Transportation - Marine                                    0.87%
Utilities - Gas & Electric                                 8.94%
Wholesale - Special Lines                                  0.13%
                                                     -----------
TOTAL COMMON STOCK                                        88.09%
</TABLE>



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

                                      11
<PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)



JUNE 30, 1996
<S>                                                                              <C>

ASSETS:

Investments, at value (Identified Cost $112,830,997)(Note 2)                     $131,589,645 
Foreign currency, at value (cost $759,855)                                            752,923 
Receivable for forward foreign currency exchange
   contracts sold (Note 2)                                                         75,643,597 
Foreign tax reclaims receivable                                                       629,986 
Receivable for fund shares sold                                                       411,350 
Dividends receivable                                                                  344,224 
Prepaid expense                                                                         2,028 

TOTAL ASSETS                                                                      209,373,753 

LIABILITIES:

Accrued management fees (Note 3)                                                      115,350 
Accrued Directors' fees (Note 3)                                                        5,239 
Payable for forward foreign currency contracts sold,
   at value (Note 2)                                                               75,652,865 
Payable for securities purchased                                                      428,624 
Payable for fund shares redeemed                                                       35,112 
Custodian fee payable                                                                  24,189 
Audit fee payable                                                                      14,800 
Other payables and accrued expenses                                                    13,482 

TOTAL LIABILITIES                                                                  76,289,661 

NET ASSETS FOR 12,504,579 SHARES
   OUTSTANDING                                                                   $133,084,092 

NET ASSETS CONSIST OF:

Capital stock                                                                    $    125,047 
Additional paid-in-capital                                                        112,644,628 
Undistributed net investment income                                                 1,736,815 
Accumulated net realized loss on investments                                         (159,524)
Net unrealized appreciation on investments, foreign currency, forward currency
      contracts, and other assets and liabilities                                  18,737,126 

TOTAL NET ASSETS                                                                 $133,084,092 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($133,084,092/12,504,579 shares)                                                 $      10.64 

</TABLE>



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

                                      12
<PAGE>

<TABLE>

<CAPTION>




Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Dividends (net of withholding)                                 $ 1,917,952
Interest                                                           592,603

Total Investment Income                                          2,510,555

EXPENSES:

Management fees (Note 3)                                           680,466
Directors' fees (Note 3)                                             3,426
Custodian fee                                                       59,139
Audit fee                                                           14,404
Miscellaneous                                                       16,305

Total Expenses                                                     773,740

NET INVESTMENT INCOME                                            1,736,815

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain -
    On investments (identified cost basis)                           9,673
     Foreign currency and forward foreign currency
           exchange contracts                                    3,822,179
Net realized gain on investments                                 3,831,852

Net change in unrealized appreciation -
   On investments                                                8,762,876
   Foreign currency and forward currency contracts and other
       assets and liabilities                                        1,487
Net unrealized appreciation on investments                       8,764,363

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                               12,596,215

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                             $14,333,030
</TABLE>



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

                                      13
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets (unaudited)

                                                            For the Six Months     For the Year
                                                              Ended 6/30/96       Ended 12/31/95
<S>                                                        <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                      $         1,736,815   $     1,544,241 
Net realized gain (loss) on investments                              3,831,852        (5,910,357)
Net change in unrealized appreciation on investments                 8,764,363         8,433,964 

Net increase in net assets from operations                          14,333,030         4,067,848 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                                  --        (1,539,988)
In excess of net investment income                                          --        (2,083,389)
From net realized gains                                                     --          (757,156)

Total distributions to shareholders                                         --        (4,380,533)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                            (9,542,795)       42,642,060 


Net increase in net assets                                           4,790,235        42,329,375 


NET ASSETS:

Beginning of period                                                128,293,857        85,964,482 

End of period (including undistributed net investment
   income of $1,736,815 and $0 respectively)               $       133,084,092   $   128,293,857 

</TABLE>



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

                                      14
<PAGE>


<TABLE>

<CAPTION>




Financial Highlights (unaudited)


                                                      For the Six                                          
                                                        Months       For the Year    For the Year    For the Year
                                                         Ended          Ended           Ended           Ended
                                                        6/30/96        12/31/95        12/31/94        12/31/93

<S>                                                  <C>            <C>             <C>             <C>

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD):

NET ASSET VALUE - BEGINNING  OF PERIOD               $       9.57   $        9.54   $       11.33   $        9.19 

Income from investment operations:
   Net investment income                                    0.139           0.123           0.143           0.150 
   Net realized and unrealized gain (loss)
      on investments                                        0.931           0.262          (1.784)          2.240 

Total from investment operations                            1.070           0.385          (1.641)          2.390 

Less distributions to shareholders:
   From net investment income                                  --          (0.118)             --          (0.250)
   From paid-in-capital                                        --          (0.160)             --              -- 
   From net realized gain on investments                       --          (0.077)         (0.149)             -- 
   In excess of net realized gains                             --              --              --              -- 

Total distributions to shareholders                            --          (0.355)         (0.149)         (0.250)

NET ASSET VALUE - END OF PERIOD                      $      10.64   $        9.57   $        9.54   $       11.33 

Total return (2):                                           11.18%           4.14%        (14.48)%          26.00%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                              1.14%(3)           1.20%           1.18%           1.16%
    Net investment income                                 2.55%(3)           1.42%           1.38%           1.39%

Portfolio turnover                                              0%             14%             31%             20%

Average commission rate paid                         $     0.0015   $      0.0021               -               - 

NET ASSETS - END OF PERIOD (000'S OMITTED)           $    133,084   $     128,294   $      85,964   $      92,012 




Financial Highlights (unaudited)

                                                         For the
                                                      Period 8/27/92
                                                      (commencement
                                                      of operations)
                                                       to 12/31/92

<S>                                                  <C>

PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD):

NET ASSET VALUE - BEGINNING  OF PERIOD               $         10.00 

Income from investment operations:
   Net investment income                                       0.030 
   Net realized and unrealized gain (loss)
      on investments                                           0.570 

Total from investment operations                               0.600 

Less distributions to shareholders:
   From net investment income                                 (0.030)
   From paid-in-capital                                           -- 
   From net realized gain on investments                      (1.240)
   In excess of net realized gains                         (0.140)(1)

Total distributions to shareholders                           (1.410)

NET ASSET VALUE - END OF PERIOD                      $          9.19 

Total return (2):                                               6.01%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                                 1.33%(3)
    Net investment income                                    0.85%(3)

Portfolio turnover                                                 0%

Average commission rate paid                                       - 

NET ASSETS - END OF PERIOD (000'S OMITTED)           $        72,163 

</TABLE>





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

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

                                      15
<PAGE>

Notes to Financial Statements (unaudited)

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 June 30, 1996, 940 million
shares have been designated in total among 19 series, of which 50 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.

                                      16
<PAGE>

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

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

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

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

       The timing and characterization of certain income and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  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) purchase 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
investment that result from fluctuations in foreign currency exchange rates is
not separately stated.


                                      17
<PAGE>

Notes to Financial Statements (unaudited)

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.

     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 June 30, 1996 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>

  07/24/96  Deutsche Marks  $ 38,276,883  $38,229,368         ($47,515)
  07/24/96  French Francs   $ 37,366,686  $37,423,496  $        56,810 
</TABLE>



     On June 30, 1996, the Fund had sufficient cash and/or securities to cover
any commitments under there 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 $680,466 for the six months
ended June 30, 1996.

                                      18
<PAGE>

Notes to Financial Statements (unaudited)
3.  TRANSACTIONS WITH AFFILIATES (continued)

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

       The Advisor has 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 $3,426 for the
six months ended June 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$9,506,471 and $8,691, respectively, for the six months ended June 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>




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

                                         For the Six Months                               For the Year
                                           Ended 6/30/96                                 Ended 12/31/95
<S>          <C>                                                          <C>            <C>

             Shares                                                       Amount         Shares
             -----------------------------------------------------------  -------------  ---------------

Sold                                                          1,066,075   $ 10,987,233        4,223,049 
Reinvested                                                           --             --          460,661 
Repurchased                                                  (1,967,781)   (20,530,028)        (287,048)
Total                                                          (901,706)   ($9,542,795)       4,396,662 







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

Sold         $41,054,909 
Reinvested     4,327,528 
Repurchased   (2,740,377)
Total        $42,642,060 
</TABLE>



                                      19
<PAGE>

Notes to Financial Statements (unaudited)



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 of those securities of comparable U.S. companies and the United
States government.


7.     SPECIAL MEETING OF SHAREHOLDERS

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


                                      20
<PAGE>

<PAGE>


                         Manning & Napier Fund, Inc.

                                   New York
                              Tax Exempt Series
                              Semi-Annual Report
                                June 30, 1996


<PAGE>

Management Discussion and Analysis

Dear Shareholders:

A  woman  named  Irene  Peter once said, "Just because everything is different
doesn't  mean  anything has changed.  While she probably was not talking about
the  municipal bond market, her words capture our view of that market over the
last  six  months.   Since the end of 1995 everything is different, but from a
longer_term investment perspective, nothing has changed.

What are we trying to get at?  At the end of 1995 and early in 1996, there was
a  sense  that  the  economy was soft and that there might even be a recession
later  in the year.  Unfortunately for the fixed income markets, the Bureau of
Labor  Statistics (BLS) February jobs report, which was issued in early March,
shattered that perception.  After that, additional BLS releases reinforced the
February  report,  and  perceptions about the economy reversed themselves.  In
place  of  worries  about  a recession, concerns about the economy overheating
began  to take center stage.  At the same time, concerns about inflation began
to  grow.   Most investors, including those in the muni markets, were becoming
increasingly  concerned  about rising commodity prices, and there were growing
concerns that tight labor markets would translate into higher wages.

According  to  the  BLS reports, the average monthly gain in non_farm payrolls
during  the  last  six  months  of 1995 was just over 175,000.  The figure has
increased  to  slightly  more than 220,000 new jobs per month during the first
half  of  this  year.  An acceleration in the rate of new job growth generally
coincides  with an acceleration in the overall rate of economic growth; hence,
the change in the market's expectations about growth.

Breaking  down  the  BLS  figures  provides  some  interesting  insights.  
Manufacturing job growth has actually been negative year_to_date, declining by
an  average  of  about 15,000 jobs per month.   Obviously manufacturers remain
cautious  about  the  prospects  for  economic growth.  On the other hand, the
construction  sector  of  the  economy has been rather resilient, adding about
30,000  new  jobs  each  month,  and doing that in the face of rising interest
rates.    However, the real driving force behind the increase in the economy's
job  growth  has been the service sector of the economy; "non_goods producing"
jobs are growing at an average monthly rate of close to 210,000.

                                      1
<PAGE>

Management Discussion and Analysis (continued)

On  the inflation front, market participants began to focus on the CRB Futures
Index and the Goldman Sachs Commodity Index as the second quarter progressed. 
At  its  peak  during  the  second quarter, the CRB Index was up more than 10%
year_over_year,  and  7%  year_to_date.    At about the same time, the Goldman
Index was up around 18% year_over_year, and 6% year_to_date.

Commodity  price  increases  can  be,  but  are not necessarily, precursors to
rising  inflation.    In  this  instance  there were extenuating circumstances
behind  the increases in both of these indices.  The CRB index is dominated by
grains  and  foodstuffs,  and the supply of these goods is highly dependent on
the  weather.  The more "friendly" the meteorological environment, the greater
the  potential  supply  of grains and foodstuffs.  As everyone is quite aware,
the  weather  at  the  start  of this year would not generally be described as
"friendly".    The weather also played a role in the rise in the Goldman Sachs
Index.    That  index  is  dominated  by crude oil, gasoline, heating oil, and
natural  gas.    Energy prices were pushed up as the harsh weather began early
last  winter,  and extended well into this spring.  As nice weather started to
dawn,  the  pressure  on both of these indices has mitigated, and both are now
below their levels at the start of the year.

As  for the concerns about wages, they have been driven more by the conditions
that  are  sometimes  associated  with  wage  increases  than  by large actual
increases  in  wages.  A tight labor market, as exhibited by low unemployment,
and  accelerating  job  growth  both  suggest  wage  pressures  could start to
develop.  Year_over_year, the rate of change in hourly earnings has increased;
hovering just below 3% throughout the second half of 1995, increasing to about
3%  during the first quarter, and finishing the second quarter at about 3.5%. 
But unit labor costs, which take into account the productivity gains that have
characterized  this  expansion,  suggest  wages as a cost of production remain
very well behaved.

On  the  political  front, tax reform, which once was a primary concern of the
muni  market,  has  now  become  a  secondary  or even tertiary issue.  As the
political  season progressed, the likelihood of major changes to the tax code,
and  especially  a flat tax, continued to diminish.  At this point, a flat tax
is  rarely even mentioned, and the yield premium that had been priced into the
muni  market  has  vanished.  This is reflected in the relative performance of
the  muni  market  year-to-date.    Two  indices  with  similar  interest rate
sensitivities  are  the  Merrill Lynch Intermediate Muni Index and the Merrill
Lynch Intermediate Government_Corporate Index.  The muni market, even with its
lower  yields,  has  outperformed  the  government_corporate index by 75 basis
points.

2
<PAGE>

Management Discussion and Analysis (continued)

Of  course  that  was  a  good_news/bad_news  story; while the muni market has
outperformed,  it  has  not  been  profitable in the first half of this year. 
Changing economic perceptions had a negative effect on all bond markets during
the  first half of 1996, and they were more than enough to offset the positive
changes in the political environment for the muni market.

So if everything is different, what hasn't changed?  Let's start with a market
reality  -    changes  in  perception  are  often  driven by somewhat isolated
economic  statistics.  Such statistics can contradict themselves from month to
month,  and are prone to short_term aberrations.  However, even if the economy
does  reaccelerate, as some of the indicators suggest, and inflation increases
modestly,  the  investor  should  continue  to  focus  on  the long_term, more
comprehensive  trends.   After all, yields are already discounting an increase
in  inflation,  while longer term positive factors are firmly in place.  It is
the  long-range  picture  which  has not changed, and which remains the key to
success.

With  all  the  changes  that  have  occurred, we believe our overview remains
firmly  in  place.    The  global economy, the proliferation of trade, and the
increase  in international competition have put into place a long_term secular
dynamic  that  supersedes  monthly  economic  releases  and  cyclical events. 
Competition is a wonderful thing.  For consumers, it provides a greater number
of  choices,  forcing  businesses  to  be more competitive, especially when it
comes  to price.  That dampens inflation.  Businesses recognize that they need
to  be  more  competitive  and  have  focused their energies on efficiency and
productivity  gains - a virtuous cycle that also limits inflation.  And policy
makers,  recognizing who their constituents are, know that it is in their best
interest  to  follow  sound  fiscal  and  monetary  policies.    On those rare
occasions  when they do go astray, the importance of the financial markets has
grown  to  the  point where they are only political poll that really matters. 
When  necessary,  they  will  express  their  displeasure,  generally  forcing
policies back on track.

With  such  an  overview,  we  continue  to  emphasize  high  credit  quality,
longer_term  non_callable  issues.    We  maintain  our preference for general
obligation  securities,  for  credit  as  well  as  liquidity  reasons.  Where
necessary  we look for insurance overlays, or bonds that are pre_refunded.  We
applied  this strategy quite aggressively when muni yields reached 6.0% at the
end  of  the  second quarter, a strategy that we have used successfully in the
past.

                                      3
<PAGE>

Management Discussion and Analysis (continued)

At  the  end of 1995, we mentioned that the market was already discounting the
best  case economic scenario.  When that is the case, the market is more often
disappointed than it is pleasantly surprised.  That has been the case in 1996.
  However, while these may be "the times that try investors souls" (excuse the
literary  license),  they are very often the times of investment opportunity. 
We think now is one of those times.

We  appreciate  the  opportunity to serve you, and we look forward to our next
opportunity to update you on our progress.

Sincerely.



Manning & Napier Advisors, Inc.

[pie chart]
Portfolio Composition

General Obligation Bonds - 69%
Revenue Bonds - 25%
Pre-Refunded Bonds - 6%

[pie chart]
Quality Ratings*

Aaa - 82%
Aa - 14%
A - 4%

*Using Moodys Ratings

                                      4
<PAGE>

Performance Update as of June 30, 1996 (unaudited)

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 (6/30/96) 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
06/30/96              Investment            Cumulative     Annual
<S>          <C>                           <C>            <C>

One Year     $                     10,521          5.21%     5.21%
Inception 2  $                     10,733          7.33%     2.92%
</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch Intermediate Municipal Index

                                                         Total Return
                                             Growth of
Through                                       $10,000                   Average
06/30/96                                    Investment    Cumulative     Annual
<S>                                         <C>          <C>            <C>

One Year                                    $    10,563          5.63%     5.63%
Inception 2                                 $    11,080         10.80%     4.27%

</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 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.

2 The 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 Intermediate
Date      New York Tax Exempt Series         Municipal Index
<S>       <C>                          <C>

01/17/94  $                    10,000  $                    10,000
06/30/94                        9,460                        9,662
12/31/94                        9,318                        9,719
06/30/95                       10,202                       10,489
12/31/95                       10,882                       11,020
06/30/96                       10,733                       11,080
</TABLE>



                                      5
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)


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

NEW YORK MUNICIPAL SECURITIES - 96.6%
Albany City School District, G.O. Bond, 4.35%, 2/1/2001                   $  475,000  $465,196 
Albany City School District, G.O. Bond, 4.35%, 2/1/2002                      150,000   145,133 
Albany County, G.O. Bond, 5.75%, 6/1/2010                                    200,000   202,402 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2004                      250,000   243,215 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2007                      200,000   186,686 
Battery Park City Authority, Revenue Bond, 7.70%, 5/1/2015                   500,000   552,135 
Bayport-Blue Point Union Free School District, G.O. Bond,
   5.60%, 6/15/2012                                                          250,000   250,860 
Brighton Central School District, G.O. Bond, 5.40%, 6/1/2012                 250,000   245,797 
Brockport Central School District, G.O. Bond, 5.50%, 6/15/2015               300,000   292,074 
Broome County Public Safety, Certificate Participation, 5.00%, 4/1/2006      250,000   245,442 
Buffalo General Improvement, G.O. Bond, Series A, 4.75%, 2/1/2004            500,000   490,925 
Buffalo Schools, G.O. Bond, Series B, 5.05%, 2/1/2009                        250,000   237,703 
Buffalo, G.O. Bond, 5.00%, 12/1/2009                                         150,000   141,985 
Cattaraugus County Public Improvement, G.O. Bond, 5.00%, 8/1/2007            300,000   293,739 
Colonie, G.O. Bond, 5.20%, 8/15/2008                                         100,000    98,931 
East Hampton, G.O. Bond, 4.625%, 1/15/2007                                   175,000   162,202 
East Hampton, G.O. Bond, 4.625%, 1/15/2008                                   175,000   159,584 
Ellenville Central School District, G.O. Bond, 5.375%, 5/1/2009              210,000   210,806 
Erie County Public Improvement, G.O. Bond, 5.80%, 1/15/2003                  230,000   241,863 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2009                           100,000   100,242 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2025                           400,000   380,564 
Gloversville City School District, G.O. Bond, 5.00%, 6/15/2005               350,000   347,750 
</TABLE>


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

                                      6
<PAGE>



<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)


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

NEW YORK MUNICIPAL SECURITIES (continued)
Guilderland School District, G.O. Bond, 4.75%, 6/15/1998          $  130,000  $131,235 
Guilderland School District, G.O. Bond, 4.75%, 6/15/2008             370,000   348,488 
Hempstead Town, G.O. Bond, Series B, 5.625%, 2/1/2010                200,000   201,428 
Holland Central School District, G.O. Bond, 6.125%, 6/15/2010        245,000   258,715 
Huntington, G.O. Bond, 5.875%, 9/1/2009                              250,000   256,718 
Huntington, G.O. Bond, 5.90%, 1/15/2007                              300,000   315,084 
Indian River Central School District, G.O. Bond, Second Series,
     4.00%, 12/15/2003                                               475,000   453,178 
Irvington Union Free School District, G.O. Bond, Series B,
    5.10%, 7/15/2005                                                 275,000   274,205 
Jamesville-Dewitt Central School District, G.O. Bond, 5.75%,
    6/15/2009                                                        420,000   431,596 
Jordan-El Bridge Central School District, G.O. Bond, 5.875%,
     6/15/2008                                                       500,000   521,840 
Kingston City School District, Series B,  6.80%, 12/15/1997          100,000   104,086 
Le Roy Central School District, G.O. Bond, 0.10%, 6/15/2008          350,000   182,725 
Middletown City School District, G.O. Bond, Series A, 5.50%,
     11/15/2005                                                      175,000   181,213 
Monroe County Public Improvement - Prerefunded, G.O. Bond,
     6.00%, 3/1/2002                                                  95,000   100,840 
Monroe County Public Improvement - Prerefunded, G.O. Bond,
    6.10%, 6/1/2015                                                   20,000    21,777 
Monroe County Public Improvement - Unrefunded Balance,
     G.O. Bond, 6.00%, 3/1/2002                                      405,000   428,863 
Monroe County Public Improvement - Unrefunded Balance,
     G.O. Bond, 6.10%, 6/1/2015                                      180,000   186,953 
Monroe County Public Improvement, G.O. Bond,
 4.90%,6/1/2005                                                      250,000   245,667 
Monroe County Water Authority, Revenue Bond, Series B,
5.25%     8/1/2011                                                   500,000   479,355 
Nassau County, G.O. Bond, Series A, 4.00%, 5/1/1999                  100,000    98,283 
</TABLE>


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

                                      7
<PAGE>

<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)



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

NEW YORK MUNICIPAL SECURITIES (continued)
Nassau County, G.O. Bond, Series S, 5.00%, 3/1/2005                        $  300,000  $298,104 
New Castle, G.O. Bond, 4.75%, 6/1/2010                                        450,000   409,270 
New Rochelle City School District, G.O. Bond, Series A, 4.30%,
   2/1/2003                                                                   500,000   477,070 
New Rochelle, G.O. Bond, Series C, 6.20%, 3/15/2007                           175,000   186,821 
New York City Municipal Water Authority, Revenue Bond,
    Series B, 5.00%, 6/15/2003                                                400,000   397,672 
New York City Municipal Water Authority, Revenue Bond,
     Series B, 5.375%, 6/15/2019                                              250,000   233,898 
New York City Municipal Water, Finance Authority, Revenue Bond,
    Series B, 5.50%, 6/15/2019                                                200,000   190,244 
New York City, G.O. Bond, Series A, 8.75%, 11/1/2016                          250,000   269,630 
New York City, G.O. Bond, Series K, 5.50%, 4/1/2007                           500,000   501,565 
New York Government Assistance Corp., Revenue Bond, Series A,
     5.90%, 4/1/2013                                                          500,000   507,665 
New York Government Assistance Corp., Revenue Bond, Series A,
     6.00%, 4/1/2024                                                          250,000   250,167 
New York State Dorm Authority, Columbia University,
    Revenue Bond, 4.40%, 7/1/1997                                             125,000   125,747 
New York State Environmental Facilities Corp. Pollution Control,
    Revenue Bond, Series A, 4.65%, 6/15/2007                                  250,000   232,828 
New York State Environmental Facilities Corp. Pollution Control,
     Revenue Bond, Series A, 5.20%, 6/15/2015                                 250,000   234,790 
New York State Environmental Pollution Control, Revenue Bond,
     Pooled LN-B, 6.65%, 9/15/2013                                            500,000   538,925 
New York State Housing Finance Agency, State University
    Construction, Revenue Bond, Series A, 8.00%, 5/1/2011                     250,000   304,463 
New York State Medical Care Facility, Financial Agency,
     Revenue Bond, 7.75%, 2/15/2020                                           380,000   426,425 
New York State Mortgage Agency, Homeowners Mortgage,
     Revenue Bond, Series 31A, 5.375%, 10/1/2017                              500,000   454,875 
New York State Power Authority, Revenue Bond, Series CC,
   4.80%, 1/1/2005                                                            250,000   242,458 
New York State Power Authority, Revenue Bond, Series CC,
    5.00%, 1/1/2014                                                           500,000   451,285 

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

                                        8
<PAGE>

Investment Portfolio - June 30, 1996 (unaudited)




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

NEW YORK MUNICIPAL SECURITIES (continued)
New York State Power Authority, Revenue Bond, Series CC,
     5.25%, 1/1/2018                                                       $  250,000  $230,915 
New York State Thruway Authority, Highway & Bridge,
    Revenue Bond, Series B, 5.75%, 4/1/2006                                   100,000   103,694 
New York State Thruway Authority, Revenue Bond, Series A,
    5.50%, 1/1/2023                                                         1,020,000   965,644 
New York State Thruway Authority, Revenue Bond, Series B,
     4.90%, 1/1/2007                                                          450,000   431,438 
New York State Urban Development Correctional Capital
   Facilities, Revenue Bond, Series A, 5.25%, 1/1/2014                        500,000   473,690 
New York State Urban Development, Corp. Correctional Facility,
    Revenue Bond, Series G, 7.00%, 1/1/2017                                    50,000    54,785 
New York, G.O. Bond, 8.00%, 3/15/2016                                         500,000   560,980 
Niagara County, G.O. Bond, Series B, 5.20%, 1/15/2011                         400,000   384,132 
North Hempstead, G.O. Bond, Series B, 5.90%, 4/1/2004                         300,000   319,740 
North Hempstead, G.O. Bond, Series C, 4.90%, 8/1/2006                         300,000   291,933 
Onondaga County, G.O. Bond, 5.85%, 2/15/2002                                  300,000   314,607 
Penfield Central School District, G.O. Bond, 5.20%, 6/15/2010                 560,000   548,027 
Queensbury, G O. Bond, Series A, 5.50%, 4/15/2011                             150,000   149,087 
Queensbury, G.O. Bond, Series A, 5.50%, 4/15/2012                             350,000   345,968 
Rochester, G.O. Bond, Series A, 4.70%, 8/15/2006                              250,000   238,757 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2020                              250,000   225,678 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2022                               95,000    84,597 
Sands Point, G.O. Bond, 6.70%, 11/15/2014                                     700,000   749,210 
Schenectady, G.O. Bond, 4.55%, 10/1/2002                                      200,000   197,502 
South County Central School District Brookhaven, G.O. Bond,
 5.50%, 9/15/2007                                                             380,000   385,176 
Steuben County Public Improvement, G.O. Bond, 5.60%,
 5/1/2006                                                                     500,000   511,640 
Suffolk County Water Authority, Revenue Bond, 5.10%,
 6/1/2009                                                                     250,000   241,318 
Suffolk County Water Authority, Revenue Bond, 7.325%,
 6/1/2012                                                                     500,000   544,285 
Suffolk County, G.O. Bond, Series G, 5.40%, 4/1/2013                          400,000   387,956 
</TABLE>


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

                                      9
<PAGE>


<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)




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

NEW YORK MUNICIPAL SECURITIES (continued)
Sullivan County Public Improvement, G.O. Bond, 4.375%,
 3/15/2001                                                            $  300,000  $   293,421 
Sullivan County Public Improvement, G.O. Bond, 5.125%, 3/15/2013         330,000      310,372 
Three Village Central School District, G.O. Bond, 5.375%, 6/15/2007      230,000      232,178 
Tioga County Public Improvement, G.O. Bond, 5.25%, 3/15/2005             250,000      251,712 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2011                  135,000      135,324 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2013                  300,000      298,173 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2014                  300,000      296,439 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
    3.65%, 1/1/1998                                                      250,000      247,800 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
    5.00%, 1/1/2012                                                      500,000      459,925 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
    6.50%, 1/1/2004                                                      200,000      216,358 
Tri-Valley Central School District, G.O. Bond, 5.60%, 6/15/2008          120,000      121,459 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2008               250,000      233,452 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2009               250,000      229,865 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2010               215,000      184,696 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2011               100,000       85,111 
White Plains, G.O. Bond, 4.50%, 9/1/2005                                 180,000      170,635 
White Plains, G.O. Bond, 4.50%, 9/1/2007                                 315,000      290,178 
William Floyd Union Free School District, G.O. Bond, 5.70%,
 6/15/2008                                                               405,000      415,955 
Williamsville Central School District, G.O. Bond,  5.375%, 5/1/2004      800,000      819,728 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $32,105,271)                                                  $31,684,925 
</TABLE>



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

                                      10
<PAGE>

<TABLE>

<CAPTION>



Investment Portfolio - June 30, 1996 (unaudited)

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

SHORT-TERM INVESTMENTS - 3.1%
   Dreyfus Basic New York Tax Free Money Market Fund
   (Identified Cost $1,022,348)                        1,022,348  $ 1,022,348 

TOTAL INVESTMENTS
   (Identified Cost $33,127,619)                                   32,707,273 

OTHER ASSETS, LESS LIABILITIES - 0.3%                                  76,813 

NET ASSETS - 100%                                                 $32,784,086 
</TABLE>



Key
G.O. Bond - General Obligation Bond
Rev. Bond - Revenue Bond
Dist. - District

<TABLE>

<CAPTION>






FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized depreciation based on identified cost for
federal income tax purposes of $33,127,619 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $  299,619 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                               (719,965)

UNREALIZED DEPRECIATION - NET                                                    ($420,346)
</TABLE>



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

                                      11
<PAGE>



<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)

JUNE 30, 1996
<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $33,127,619)(Note 2)  $32,707,273 
Cash                                                                 295 
Interest receivable                                              449,443 
Receivable for fund shares sold                                   81,180 

TOTAL ASSETS                                                  33,238,191 

LIABILITIES:

Accrued management fees (Note 3)                                  12,956 
Accrued Directors' fees (Note 3)                                   5,238 
Transfer agent fees payable (Note 3)                                 622 
Payable for securities purchased                                 413,041 
Audit fee payable                                                  7,655 
Other payables and accrued expenses                               14,593 

TOTAL LIABILITIES                                                454,105 

NET ASSETS FOR  3,363,298 SHARES
   OUTSTANDING                                               $32,784,086 

NET ASSETS CONSIST OF:

Capital stock                                                $    33,634 
Additional paid-in-capital                                    33,086,775 
Undistributed net investment income                              104,466 
Accumulated net realized loss on investments                     (20,443)
Net unrealized depreciation on investments                      (420,346)

TOTAL NET ASSETS                                             $32,784,086 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($32,784,086/3,363,298 shares)                               $      9.75 

</TABLE>



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

                                      12
<PAGE>


<TABLE>

<CAPTION>




Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Interest                                               $   737,818 


EXPENSES:

Management fees (Note 3)                                    74,140 
Directors' fees (Note 3)                                     3,426 
Transfer agent fees (Note 3)                                 3,559 
Audit fee                                                    6,796 
Custodian fee                                                3,282 
Miscellaneous                                                2,775 

Total Expenses                                              93,978 

NET INVESTMENT INCOME                                      643,840 


REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS:

Net realized loss on investments                              (334)
Net change in unrealized depreciation on investments    (1,026,212)

NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS                                          (1,026,546)

NET DECREASE IN NET ASSETS RESULTING
FROM OPERATIONS                                          ($382,706)

</TABLE>



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

                                      13
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets (unaudited)

                                                         For the Six Months     For the Year
                                                           Ended 6/30/96       Ended 12/31/95
<S>                                                     <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $           643,840   $     1,003,236 
Net realized loss on investments                                       (334)               (6)
Net change in unrealized appreciation (depreciation)
   on investments                                                (1,026,212)        2,511,379 
Net increase (decrease) in net assets from operations              (382,706)        3,514,609 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                         (552,153)         (991,282)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                          4,902,122         8,992,775 


Net increase in net assets                                        3,967,263        11,516,102 


NET ASSETS:

Beginning of period                                              28,816,823        17,300,721 

End of period (including undistributed net investment
   income of $104,466 and $12,779)                      $        32,784,086   $    28,816,823 

</TABLE>



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

                                      14
<PAGE>

<TABLE>

<CAPTION>




Financial Highlights (unaudited)

                                                                                         For the Period 1/17/94
                                                         For the                             (commencement
                                                       Six Months       For the Year         of operations)
                                                      Ended 6/30/96    Ended 12/31/95         to 12/31/94
<S>                                                  <C>              <C>               <C>


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

NET ASSET VALUE - BEGINNING  OF PERIOD               $        10.07   $          8.98   $                 10.00 

Income from investment operations:
   Net investment income                                      0.211             0.404                     0.338 
   Net realized and unrealized gain (loss)
      on investments                                         (0.351)            1.086                    (1.020)

Total from investment operations                             (0.140)            1.490                    (0.682)

Less distributions to shareholders:
   From net investment income                                (0.180)           (0.400)                   (0.338)

NET ASSET VALUE - END OF PERIOD                      $         9.75   $         10.07   $                  8.98 

Total return: 1                                              (1.37)%            16.78%                   (6.82)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                                 0.63%2              0.65%                  0.79% 2 
    Net investment income                                    4.34%2              4.36%                   3.82%2 

Portfolio turnover                                                7%                0%                        6%

NET ASSETS - END OF PERIOD (000'S OMITTED)           $       32,784   $        28,817   $                17,301 
</TABLE>



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

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

                                      15
<PAGE>

Notes to Financial Statements (unaudited)


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 June 30,
  1996,  940  million shares have been designated in total among 19 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 Funds 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 tax or excise tax has been made
 in the financial statements.

                                      16
<PAGE>

Notes to financial Statements (unaudited)

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)
FEDERAL INCOME TAXES (continued)

At  June  30,  1996,  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  net  investment income are made
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of  deferral of certain losses or character reclassification between
  net income and net gains.  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 $74,140 for the six months
 ended June 30, 1996.
          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
 Fund at no more than 0.85% of average daily net assets each year.

                                      17
<PAGE>

Notes to financial Statements (unaudited)
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%; this fee amounted to $3,559 for the six months ended June 30,
 1996.

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

       The compensation of the non-affiliated Directors totaled $3,426 for the
 six months ended June 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
  $7,840,998  and  $1,991,542, respectively, for the six months ended June 30,
 1996.

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



             Transactions in shares of New York Tax Exempt Series Class P Common Stock were:


                                               For the Six                                    For the Year
                                                  Months                                          Ended
                                              Ended 6/30/96                                     12/31/95
                                                  Shares                           Amount        Shares
<S>          <C>                                                                <C>           <C>

Sold                                                                  572,780   $ 5,621,777        905,817 
Reinvested                                                             56,254       543,476         99,114 
Repurchased                                                          (126,615)   (1,263,131)       (70,547)
Total                                                                 502,419   $ 4,902,122        934,384 






               Amount
<S>          <C>

Sold         $8,705,001 
Reinvested      973,495 
Repurchased    (685,721)
Total        $8,992,775 
</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 June 30, 1996.

                                      18
<PAGE>

Notes To Financial Statements (unaudited)

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.

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

                                      19
<PAGE>

<PAGE>


                         Manning & Napier Fund, Inc.

                            Ohio Tax Exempt Series
                              Semi-Annual Report
                                June 30, 1996
<PAGE>

Management Discussion & Analysis

Dear Shareholders:

A  woman  named  Irene  Peter once said, "Just because everything is different
doesn't  mean  anything has changed.  While she probably was not talking about
the  municipal bond market, her words capture our view of that market over the
last  six  months.   Since the end of 1995 everything is different, but from a
longer_term investment perspective, nothing has changed.

What are we trying to get at?  At the end of 1995 and early in 1996, there was
a  sense  that  the  economy was soft and that there might even be a recession
later  in the year.  Unfortunately for the fixed income markets, the Bureau of
Labor  Statistics (BLS) February jobs report, which was issued in early March,
shattered that perception.  After that, additional BLS releases reinforced the
February  report,  and  perceptions about the economy reversed themselves.  In
place  of  worries  about  a recession, concerns about the economy overheating
began  to take center stage.  At the same time, concerns about inflation began
to  grow.   Most investors, including those in the muni markets, were becoming
increasingly  concerned  about rising commodity prices, and there were growing
concerns that tight labor markets would translate into higher wages.

According  to  the  BLS reports, the average monthly gain in non_farm payrolls
during  the  last  six  months  of 1995 was just over 175,000.  The figure has
increased  to  slightly  more than 220,000 new jobs per month during the first
half  of  this  year.  An acceleration in the rate of new job growth generally
coincides  with an acceleration in the overall rate of economic growth; hence,
the change in the market's expectations about growth.

Breaking  down  the  BLS  figures  provides  some  interesting  insights.  
Manufacturing job growth has actually been negative year_to_date, declining by
an  average  of  about 15,000 jobs per month.   Obviously manufacturers remain
cautious  about  the  prospects  for  economic growth.  On the other hand, the
construction  sector  of  the  economy has been rather resilient, adding about
30,000  new  jobs  each  month,  and doing that in the face of rising interest
rates.    However, the real driving force behind the increase in the economy's
job  growth  has been the service sector of the economy; "non_goods producing"
jobs are growing at an average monthly rate of close to 210,000.

                                      1
<PAGE>

Management  Discussion  and  Analysis  (continued)

On the  inflation front, market
participants  began  to  focus  on the CRB Futures Index and the Goldman Sachs
Commodity  Index  as  the  second  quarter progressed.  At its peak during the
second  quarter,  the  CRB  Index  was up more than 10% year_over_year, and 7%
year_to_date.    At  about  the same time, the Goldman Index was up around 18%
year_over_year, and 6% year_to_date.

Commodity  price  increases  can  be,  but  are not necessarily, precursors to
rising  inflation.    In  this  instance  there were extenuating circumstances
behind  the increases in both of these indices.  The CRB index is dominated by
grains  and  foodstuffs,  and the supply of these goods is highly dependent on
the  weather.  The more "friendly" the meteorological environment, the greater
the  potential  supply  of grains and foodstuffs.  As everyone is quite aware,
the  weather  at  the  start  of this year would not generally be described as
"friendly".    The weather also played a role in the rise in the Goldman Sachs
Index.    That  index  is  dominated  by crude oil, gasoline, heating oil, and
natural  gas.    Energy prices were pushed up as the harsh weather began early
last  winter,  and extended well into this spring.  As nice weather started to
dawn,  the  pressure  on both of these indices has mitigated, and both are now
below their levels at the start of the year.

As  for the concerns about wages, they have been driven more by the conditions
that  are  sometimes  associated  with  wage  increases  than  by large actual
increases  in  wages.  A tight labor market, as exhibited by low unemployment,
and  accelerating  job  growth  both  suggest  wage  pressures  could start to
develop.  Year_over_year, the rate of change in hourly earnings has increased;
hovering just below 3% throughout the second half of 1995, increasing to about
3%  during the first quarter, and finishing the second quarter at about 3.5%. 
But unit labor costs, which take into account the productivity gains that have
characterized  this  expansion,  suggest  wages as a cost of production remain
very well behaved.

On  the  political  front, tax reform, which once was a primary concern of the
muni  market,  has  now  become  a  secondary  or even tertiary issue.  As the
political  season progressed, the likelihood of major changes to the tax code,
and  especially  a flat tax, continued to diminish.  At this point, a flat tax
is  rarely even mentioned, and the yield premium that had been priced into the
muni  market  has  vanished.  This is reflected in the relative performance of
the  muni  market  year-to-date.    Two  indices  with  similar  interest rate
sensitivities  are  the  Merrill Lynch Intermediate Muni Index and the Merrill
Lynch Intermediate Government_Corporate Index.  The muni market, even with its
lower  yields,  has  outperformed  the  government_corporate index by 75 basis
points.

                                      2
<PAGE>

Management Discussion and Analysis (continued)

Of  course  that  was  a  good_news/bad_news  story; while the muni market has
outperformed,  it  has  not  been  profitable in the first half of this year. 
Changing economic perceptions had a negative effect on all bond markets during
the  first half of 1996, and they were more than enough to offset the positive
changes in the political environment for the muni market.

So if everything is different, what hasn't changed?  Let's start with a market
reality  -    changes  in  perception  are  often  driven by somewhat isolated
economic  statistics.  Such statistics can contradict themselves from month to
month,  and are prone to short_term aberrations.  However, even if the economy
does  reaccelerate, as some of the indicators suggest, and inflation increases
modestly,  the  investor  should  continue  to  focus  on  the long_term, more
comprehensive  trends.   After all, yields are already discounting an increase
in  inflation,  while longer term positive factors are firmly in place.  It is
the  long-range  picture  which  has not changed, and which remains the key to
success.

With  all  the  changes  that  have  occurred, we believe our overview remains
firmly  in  place.    The  global economy, the proliferation of trade, and the
increase  in international competition have put into place a long_term secular
dynamic  that  supersedes  monthly  economic  releases  and  cyclical events. 
Competition is a wonderful thing.  For consumers, it provides a greater number
of  choices,  forcing  businesses  to  be more competitive, especially when it
comes  to price.  That dampens inflation.  Businesses recognize that they need
to  be  more  competitive  and  have  focused their energies on efficiency and
productivity  gains - a virtuous cycle that also limits inflation.  And policy
makers,  recognizing who their constituents are, know that it is in their best
interest  to  follow  sound  fiscal  and  monetary  policies.    On those rare
occasions  when they do go astray, the importance of the financial markets has
grown  to  the  point where they are only political poll that really matters. 
When  necessary,  they  will  express  their  displeasure,  generally  forcing
policies back on track.

With  such  an  overview,  we  continue  to  emphasize  high  credit  quality,
longer_term  non_callable  issues.    We  maintain  our preference for general
obligation  securities,  for  credit  as  well  as  liquidity  reasons.  Where
necessary  we look for insurance overlays, or bonds that are pre_refunded.  We
applied  this strategy quite aggressively when muni yields reached 6.0% at the
end  of  the  second quarter, a strategy that we have used successfully in the
past.

                                      3
<PAGE>

Management Discussion and Analysis (continued)

At  the  end of 1995, we mentioned that the market was already discounting the
best  case economic scenario.  When that is the case, the market is more often
disappointed than it is pleasantly surprised.  That has been the case in 1996.
  However, while these may be "the times that try investors souls" (excuse the
literary  license),  they are very often the times of investment opportunity. 
We think now is one of those times.

We  appreciate  the  opportunity to serve you, and we look forward to our next
opportunity to update you on our progress.

Sincerely.

Manning & Napier Advisors, Inc.

[graphic]
[pie chart]

Portfolio Composition

General Obligation Bonds - 63%
Revenue Bonds - 31%
Pre-Refunded Bonds - 6%

[pie chart]
Quuality Ratings*

Aaa - 90%
Aa - 5%
A - 3%
Not Rated - 2%

*Using Moodys Rating

                                      4
<PAGE>

Performance Update as of June 30, 1996 (unaudited)

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 (6/30/96) 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
06/30/96              Investment            Cumulative     Annual

<S>          <C>                           <C>            <C>

One Year     $                     10,525          5.25%     5.25%
Inception 2  $                     10,828          8.28%     3.40%

</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch Intermediate Municipal Index

                                                                Total Return
Through                                     Growth of $10,000                  Average
06/30/96                                        Investment       Cumulative     Annual
<S>                                         <C>                 <C>            <C>

One Year                                    $           10,563          5.63%     5.63%
Inception 2                                 $           11,068         10.68%     4.36%

</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 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.

2 The 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>




Date       Ohio   Merrill Lynch
<S>       <C>     <C>

01/17/94  $10,000 $       10,000
06/30/94   9,540          9,652
12/31/94   9,377          9,709
06/30/95  10,288         10,478
12/31/95  10,985         11,009
06/30/96  10,828         11,068


</TABLE>


                                      5
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)



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

OHIO MUNICIPAL SECURITIES - 97.5%

Akron Bath Copley Joint Twnshp. Childrens Hos. Med.
   Ctr., Revenue Bond, 7.45%, 11/15/2020                                      50,000      56,144 
Akron Limited Tax, G.O. Bond, 4.10%, 12/1/2001                                65,000      62,601 
Akron Waterworks, Revenue Management Bond, 5.70%
   3/1/2007                                                                  100,000     102,532 
Allen County, G.O. Bond, 5.30%, 12/1/2007                                    100,000      99,488 
Amherst Police & Jail Facility, G.O. Bond, 5.375%,
   12/1/2012                                                                  50,000      49,115 
Avon Lake, G.O. Bond, 6.00%, 12/1/2009                                        40,000      40,926 
Avon Lake, G.O. Bond, 5.70%,12/1/2006                                         60,000      61,366 
Bedford Heights, G.O. Bond, Series A, 5.65%, 12/1/2014                        60,000      59,997 
Belmont County, G.O. Bond, 5.15%, 12/1/2010                                  100,000      96,541 
Bexley City School District, G.O. Bond, 6.50%, 12/1/2016                      20,000      21,946 
Cincinnati, G.O. Bond, 4.60%,12/1/2003                                        50,000      48,934 
Clermont County Hospital Facilities Mercy Health Care
   System, Revenue Bond, Series A, 7.625%, 1/1/2015                           25,000      26,805 
Cleveland City School District, G.O. Bond, 5.875%,
   12/1/2011                                                                 125,000     125,984 
Cleveland Public Power System Improvement, Revenue
   Bond, 1st Mtg., 8.375%, 8/1/2017                                           50,000      53,404 
Cleveland Waterworks Revenue Ref. & Impt. - First Meeting,
   Revenue Bond, Series H, 5.50%, 1/1/2010                                   170,000     168,244 
Cleveland Waterworks, Revenue Bond, 1st Mtg., Series G,
   5.50%, 1/1/2013                                                           100,000      98,719 
Cleveland, G.O. Bond, Series B, 4.95%, 7/1/1996                               20,000      20,002 
Columbus Limited Tax, G.O. Bond, Series A, 4.85%,
   7/1/2004                                                                   50,000      49,764 
Columbus, G.O. Bond, Series B, 6.10%, 1/1/2003                               100,000     107,078 
Columbus, G.O. Bond, Series D, 5.50%, 9/15/2008                               50,000      50,572 
Crawford County, G.O. Bond, 6.75%, 12/1/2019                                 175,000     189,570 
Cuyahoga County, G.O. Bond, Series A, 4.30%,
   10/1/1999                                                                  50,000      49,548 
Cuyahoga Falls, G.O. Bond, 7.20%, 12/1/2010                                   75,000      82,419 
Delaware City School District, Construction & Impt.,
   G.O. Bond, Series B, 5.20%, 12/1/2016                                     100,000      93,321 
Fairfield County Hospital Impt., Lancaster-Fairfield
   Community Hospital, Revenue Bond, 7.00%, 6/15/2012                         50,000      55,667 

</TABLE>
The accompanying notes are an integral part of the financial statements.
                                                6
<PAGE>


<TABLE>
<CAPTION>

Investment Portfolio - June 30, 1996 (unaudited)


                                                                           Principal  Value
                                                                           Amount        (Note 2)
OHIO MUNICIPAL SECURITIES (CONTINUED)
<S>                                                                        <C>        <C>
Findlay Water, Revenue Bond, 5.45%, 11/1/2008                               $100,000    $100,391 
Franklin County, G.O. Bond, 4.95%, 12/1/2004                                  50,000      50,032 
Gahanna-Jefferson City School District, G.O. Bond,
   4.75%, 12/1/1999                                                           50,000      50,312 
Green Local School District - Summit, G.O. Bond,
   5.20%, 12/1/2003                                                           75,000      76,197 
Greene County Sewer System, Revenue Bond, 5.50%,
   12/1/2018                                                                  30,000      28,987 
Hamilton County Building Impt. - Museum Center,
   G.O. Bond, 5.85%, 12/1/2001                                                50,000      52,699 
Hamilton County Sewer System Ref. & Impt. - Metro
   Sewer District, Revenue Bond, Series A, 5.00%, 12/1/2014                  125,000     114,692 
Hamilton County Sewer System Ref. & Impt. - Metro
   Sewer District, Revenue Bond, Series A, 4.75%, 12/1/2000                   50,000      50,276 
Hilliard School District, G.O. Bond, 6.35%, 12/1/2003                         60,000      65,233 
Hilliard School District, G.O. Bond, Series A, 5.00%,
   12/1/2020                                                                 225,000     201,636 
Huber Heights Water Systems, Revenue Bond, 5.25%,
   12/1/2007                                                                 200,000     199,312 
Kettering City School District  School Impt., G.O. Bond,
   5.30%, 12/1/2014                                                          125,000     118,654 
Kettering City School District, G.O. Bond, 4.85%, 12/1/2006                   40,000      38,639 
Kettering City School District, G.O. Bond, 5.25%, 12/1/2022                   60,000      55,564 
Kings Local School District, G.O. Bond, 5.50%, 12/1/2021                     115,000     110,436 
Lakewood City School District, G.O. Bond, 5.55%, 12/1/2013                   100,000      99,005 
Lakota Local School District, G.O. Bond, 7.00%, 12/1/2008                    100,000     115,324 
Lakota Local School District, G.O. Bond, 7.90%, 12/1/2011                     45,000      48,734 
Lakota Local School District, G.O. Bond, 5.75%, 12/1/2006                     50,000      51,800 
</TABLE>


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

                                        7       
<PAGE>

<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)

                                                                           Principal  Value
                                                                           Amount        (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
<S>                                                                        <C>        <C>
Lorain Water System, Revenue Bond, 4.75%, 4/1/2005                         $ 125,000  $  121,244 
Lucas County, G.O. Bond, Series I, 5.40%, 12/1/2003                          100,000     102,651 
Mahoning County Limited Tax, G.O. Bond, 5.65%,12/1/1998                       20,000      20,619 
Mahoning County, G.O. Bond, 5.70%, 12/1/2009                                 150,000     152,467 
Mahoning County, G.O. Bond, 5.70%, 12/1/2006                                 100,000     103,654 
Mason City School District, G.O. Bond, 5.00%, 12/1/2007                      120,000     115,744 
Montgomery County, G.O. Bond, 5.30%, 9/1/2007                                 65,000      65,192 
Montgomery County, Moraine-Beaver Creek Sewers,
   Revenue Bond, 5.60%, 9/1/2011                                             100,000     100,056 
North Canton City School District, G.O. Bond, 5.85%,
   12/1/2007                                                                  40,000      41,587 
Northeast Ohio Regional Sewer District Waste & Water
   Impt., Revenue Bond, 6.50%, 11/15/2016                                    100,000     108,894 
Northwood Local School District, G.O. Bond, 5.55%, 12/1/2006                  65,000      67,180 
Northwood Local School District, G.O. Bond, 6.20%, 12/1/2013                  40,000      41,745 
Ohio Building Authority, Local Jail Grant, Revenue Bond,
   Series A, 4.65%, 10/1/2005                                                 50,000      47,748 
Ohio Building Authority, State Facilities - Administration
   Building, Revenue Bond, 5.50%, 10/1/2005                                   50,000      51,494 
Ohio Higher Education Facility, University of Dayton Project,
   Revenue Bond, 5.80%, 12/1/2019                                            100,000      99,741 
Ohio Public Facilities, Higher Education, Revenue Bond,
   Series II-A, 4.25%, 12/1/2002                                              50,000      47,668 
Ohio Turnpike, Revenue Bond, Series A, 5.40%, 2/15/2009                      250,000     247,953 
Ohio Water Development Authority Ref. & Impt. - Pure Water,
   Revenue Bond, 5.75%, 12/1/2005                                             60,000      62,474 
Ohio Water Development Authority Pure Water, Revenue
   Bond, Series I, 6.00%, 12/1/2016                                           40,000      40,818 
Ohio, G.O. Bond, 6.50%, 8/1/2011                                              50,000      53,558 
Ottawa County, G.O. Bond, 5.45%, 9/1/2006                                     30,000      30,608 
Pickerington Local School District Construction & Impt.,
   G.O. Bond, 5.375%, 12/1/2019                                              150,000     140,606 
</TABLE>

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

<TABLE>
<CAPTION>

Investment Portfolio - June 30, 1996 (unaudited)

                                                                           Principal  Value
                                                                           Amount        (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
<S>                                                                        <C>        <C>
Pickerington Water Systems Improvements, G.O. Bond, 5.85%, 12/1/2013       $  50,000  $   50,432 
Reynoldsburg City School District, G.O. Bond, 6.55%,
   12/1/2017                                                                 175,000     186,398 
Rocky River City School District, G.O. Bond, Series A, 6.375%,
   12/1/1998                                                                  25,000      26,196 
Rocky River City School District, G.O. Bond, Series A, 6.90%,
   12/1/2011                                                                  50,000      54,053 
Rural Lorain Water Authority Ref. & Impt., Revenue Bond,
   5.30%, 10/1/2012                                                          110,000     106,043 
South-Western City School District, Franklin & Pickway
   Counties G.O. Bond, 4.80%, 12/1/2006                                      100,000      95,108 
Stark County Hospital, Doctors Hospital, Inc., Revenue
   Bond, 8.625%, 4/1/2018                                                     30,000      32,723 
Stark County, G.O. Bond, 5.70%, 11/15/2017                                   100,000      99,139 
Summit County, G.O. Bond, 5.75%, 12/1/2008                                   175,000     178,692 
Toledo Sewer System, Revenue Bond, 6.35%, 11/15/2017                         185,000     192,985 
Toledo, G.O. Bond, 5.95%,12/1/2015                                           175,000     176,288 
Trumbull County, G.O. Bond, 6.20%, 12/1/2014                                 100,000     103,407 
Warren County Waterworks, Revenue Bonds, 5.45%,
   12/1/2015                                                                 140,000     134,014 
Warren County Waterworks, Revenue Bond, 6.00%,
   12/1/2014                                                                 100,000     101,649 
Warren, G.O. Bond, 5.20%,11/15/2013                                           50,000      46,532 
Wood County, G.O. Bond, 5.40%,12/1/2013                                       50,000      48,785 
Youngstown, G.O. Bond, 6.125%,12/1/2014                                       50,000      51,413 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $6,975,510)                                                        7,046,167 

SHORT-TERM INVESTMENTS - 3.0%
   Dreyfus Municipal Reserves (Identified Cost $214,900)                     214,900     214,900 

TOTAL INVESTMENTS - 100.5%
   (Identified Cost $7,190,410)                                                        7,261,067 
</TABLE>


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

                                                9
<PAGE>
<TABLE>
<CAPTION>
Investment Portfolio - June 30, 1996 (unaudited)

                                                                                      Value
                                                                                     (Note 2)
<S>                                                                                   <C> 
LIABILITIES, LESS OTHER ASSETS - (0.5)%                                               $  (30,567)

NET ASSETS - 100%                                                                     $7,230,500

</TABLE>



Key -
G.O. Bond - General Obligation Bond
Rev. Bond - Revenue Bond
Impt. Improvement

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $7,190,410 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $140,229 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                              (69,572)

UNREALIZED APPRECIATION - NET                                                   $ 70,657 

</TABLE>



The accompanying notes are an integral part of the financial statements.
                                      10
<PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)

JUNE 30, 1996
<S>                                                         <C>

ASSETS:

Investments, at value (Identified Cost $7,190,410)(Note 2)  $7,261,067 
Cash                                                            83,842 
Interest receivable                                             56,047 

TOTAL ASSETS                                                 7,400,956 


LIABILITIES:

Accrued management fees (Note 3)                                12,291 
Accrued Directors' fees (Note 3)                                 5,239 
Transfer agent fees payable (Note 3)                               761 
Payable for securities purchased                               139,840 
Audit fee payable                                                8,553 
Other payables and accrued expenses                              3,772 

TOTAL LIABILITIES                                              170,456 

NET ASSETS FOR 725,337 SHARES OUTSTANDING                   $7,230,500 


NET ASSETS CONSIST OF:

Capital stock                                               $    7,253 
Additional paid-in-capital                                   7,134,704 
Undistributed net investment income                             19,748 
Accumulated net realized loss on investments                    (1,862)
Net unrealized appreciation on investments                      70,657 

TOTAL NET ASSETS                                            $7,230,500 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($7,230,500/725,337 shares)                                 $     9.97 

</TABLE>



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

                                      11
<PAGE>

<TABLE>

<CAPTION>




Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Interest                                               $ 165,315 

EXPENSES:

Management fees (Note 3)                                  15,846 
Directors' fees (Note 3)                                   3,426 
Transfer agent fees (Note 3)                                 761 
Audit fee                                                  6,796 
Custodian fee                                              2,274 
Miscellaneous                                              1,390 

Total Expenses                                            30,493 

Less Waiver of Expenses (Note 3)                          (3,555)

Net Expenses                                              26,938 

NET INVESTMENT INCOME                                    138,377 


NET CHANGE IN UNREALIZED APPRECIATION ON INVESTMENTS    (219,366)

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                      ($80,989)

</TABLE>



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

                                      12
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets (unaudited)

                                                         For the Six Months     For the Year
                                                           Ended 6/30/96       Ended 12/31/95
<S>                                                     <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $           138,377   $       213,139 
Net realized loss on investments                                         --              (667)
Net change in unrealized appreciation on investments               (219,366)          507,287 

Net increase (decrease) in net assets from operations               (80,989)          719,759 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                         (119,705)         (215,626)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                          1,287,618         1,738,597 


Net increase in net assets                                        1,086,924         2,242,730 


NET ASSETS:

Beginning of period                                               6,143,576         3,900,846 

End of period (including undistributed net investment
   income of $19,748 and $1,076, respectively)          $         7,230,500   $     6,143,576 

</TABLE>



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

                                      13
<PAGE>

<TABLE>

<CAPTION>




Financial Highlights (unaudited)




                                                                                                       For the Six Months
                                                                                                         Ended 6/30/96
<S>                                                                                                   <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                                                                $             10.31 

Income from investment operations:
   Net investment income                                                                                            0.215 
   Net realized and unrealized gain (loss)
      on investments                                                                                               (0.365)

Total from investment operations                                                                                   (0.150)

Less distributions to shareholders:
   From net investment income                                                                                      (0.190)

NET ASSET VALUE - END OF PERIOD                                                                       $              9.97 

Total Return: 1                                                                                                    (1.43)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                                                                                    0.85%**(2)
    Net investment income                                                                                       4.36%**(2)

Portfolio turnover                                                                                                      0%

NET ASSETS - END OF PERIOD (000'S OMITTED)                                                            $             7,231 

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

Net Investment Income                                                                                 $             0.210 
Ratios (to average net assets):
   Expenses                                                                                                       0.96%(2)
   Net investment income                                                                                          4.25%(2)

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




Financial Highlights (unaudited)

                                                                                                               For the Period
                                                                                                                  2/14/94
                                                                                                               (commencement
                                                                                              For the Year     of operations)
                                                                                             Ended 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 to shareholders:
   From net investment income                                                                        (0.425)           (0.197)

NET ASSET VALUE - END OF PERIOD                                                             $         10.31   $          9.18 

Total Return: 1                                                                                       17.14%           (6.23)%

Ratios of expenses (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 instance above, the net investment income
per share and the ratios would have been as follows:

Net Investment Income                                                                       $         0.411   $         0.141 
Ratios (to average net assets):
   Expenses                                                                                            0.94%          2.07%(2)
   Net investment income                                                                               4.41%          2.81%(2)

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

</TABLE>



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

                                      14
<PAGE>

Notes to Financial Statements (unaudited)



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 June 30,
  1996,  940  million shares have been designated in total among 19 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 Funds 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.

                                      15
<PAGE>

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

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

At  June  30,  1996,  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.

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 $15,846 for the six months
 ended June 30, 1996.

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

                                      16
<PAGE>

Notes to Financial Statements (unaudited)
3.  TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.85%  of  average  daily  net  assets  each year.
  Accordingly,  the  Advisor  waived  fees  of $3,555, which is reflected as a
  reduction  of  expenses  on the Statement of Operations.  The fee waiver and
  assumption  of expenses by the Advisor is voluntary and may be terminated at
 any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $761 for the six months ended June 30,
 1996.

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

       The compensation of the non-affiliated Directors totaled $3,426 for the
 six months ended June 30, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
 $1,333,186 and $0, respectively, for the six months ended June 30, 1996.

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



             Transactions in shares of Ohio Tax Exempt Series Class Q Common Stock were:
                                For the Six Months                                             For the Year
                                  Ended 6/30/96                                               Ended 12/31/95
                                      Shares                                       Amount         Shares
            -------------------------------------------------------------------  -----------  ---------------
<S>          <C>                                                                 <C>          <C>

Sold                                                                   155,620   $1,557,210          163,241 
Reinvested                                                              12,124      119,707           21,448 
Repurchased                                                            (38,350)    (389,299)         (13,614)
Total                                                                  129,394   $1,287,618          171,075 





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

Sold         $1,658,399 
Reinvested      215,626 
Repurchased    (135,428)
Total        $1,738,597 
</TABLE>



                                      17
<PAGE>

Notes to Financial Statements (unaudited)

6.     FINANCIAL INSTRUMENTS

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

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.

8.     SPECIAL MEETING OF SHAREHOLDERS

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

                                      18
<PAGE>

<PAGE>



                         Manning & Napier Fund, Inc.
                               Small Cap Series
                              Semi-Annual Report
                                June 30, 1996
<PAGE>

Management Discussion ans Analysis

Dear Shareholders:

The first half of 1996 has been a good time to be invested in small cap stocks
in  general,  and the Small Cap Series has outperformed the Russell 2000 Total
Return Index, a widely-used small cap index.

As  we  wrote  in  our  1995  annual report last December, 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.  We made
significant  investments  in selected retail stocks when bad news in that area
provided  the  opportunity  to  buy  stocks of some good companies at what our
analysis  shows  to  be  attractive  prices.  In the first six months of 1996,
these stocks have made strong contributions to the performance of the Series. 
This  reliance  on  patience  and fundamental analysis is a cornerstone of our
investment philosophy.

We have often said that our investment strategies and disciplines are of great
importance  both  in  choosing  investments  for  our  portfolios  and  in our
decisions  to  sell  securities.    We  believe  in  investing on the basis of
fundamental  value,  and  once  a  stock  is  purchased for the portfolio, the
situation is continually monitored to assure that the investment is on track. 
While  there  is  often  stock-price  volatility in the shorter periods, these
price  variations  should  be  viewed  as  opportunities to buy at even better
prices.

Often,  speculators  (as  opposed  to  investors) rely on what is known as the
Greater  Fool  Theory;  that  is    they  buy a stock on the premise that some
greater  fool  will  come around to buy it from them at a profit.  This theory
tends  to  be widely practiced as bull markets become mature, and they usually
end  quite  painfully  for the greatest fool.  During the first half of 96 our
discipline  may have kept us out of some of the high-flying stocks, but it did
not inhibit our performance as we were able to keep pace with the markets.

                                      1
<PAGE>

Management Discussion and Analysis (continued)

The  speculator is like the sprinter in the 100 meter dash; the race is short,
intense,  exciting,  but  any  minor  slip-up will likely ruin any chances for
victory  or  success.    The  investor  is  more like the marathoner; relaxed,
thoughtful,  and  calculating.    The  necessity  of  physical preparedness is
obvious,  but  it  is  often the mental preparedness that decides the victor. 
There may be setbacks along the way, but  there is time to recoup, adjust your
strategy,  let  the  strategy play out, and still be able to achieve success. 
While  we  admire  the  athletic  ability  of  the  sprinter,  our  investment
methodology  is more akin to the marathoner.  A willingness to temporarily lag
behind  the  rabbits  in  the field has served us well over the years, and has
done so again so far this year.

We  appreciate  the  opportunity to serve you, and we look forward to our next
opportunity to update you on our progress.


Sincerely,


Manning & Napier Advisors, Inc.

[graphic]
[pie chart]

Portfolio Compisition
Electronics & Electrical Equipment - 9.0%
Fabricated Metal Products - 8.8%
Glass Products - 3.3%
Health Services - 4.0%
Primary Metal Industries - 6.1%
Restaurants - 4.4%
Shoes - 4.4%
Software - 11.1%
Retail - 29.2%
Miscellaneous - 14.4%
Cash & Equivalents - 5.3%

                                      2

<PAGE>

Performance Upadate as of June 30, 1996 (unaudited)

The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Small Cap
Series from its inception (4/30/92)
to present (6/30/96) 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
06/30/96                                            Investment       Cumulative     Annual
<S>                                             <C>                 <C>            <C>

One Year                                        $           11,106         11.06%    11.06%
Inception 2                                     $           18,248         82.48%    15.51%

</TABLE>



<TABLE>

<CAPTION>




S&P 500 Total Return Index


                                                Total Return
Through                     Growth of $10,000                  Average
06/30/96                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           12,593         25.93%    25.93%
Inception 2                 $           18,093         80.93%    15.27%

</TABLE>



[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>

04/30/92            10,000         10,000
12/31/92            11,610         10,725
12/31/93            13,317         11,799
12/31/94            14,383         11,959
12/31/95            16,497         16,437
06/30/96            18,248         18,093


</TABLE>



1  The 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.

2  The Fund and Index performance numbers are calculated from April 30, 1992,
the  Fund's  inception date.  The Fund's performance is historical and may not
be
indicative of future results.

                                      3
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)


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

COMMON STOCK - 94.7%

COMPUTER EQUIPMENT - 1.4%
   PSC, Inc.*                                     136,000  $1,360,000 

ELECTRONICS & ELECTRICAL EQUIPMENT - 9.0%
   Coleman Company, Inc.*                         105,900  4,487,512 
   BroadBand Technologies, Inc.*                  140,000  4,515,000 
                                                           9,002,512 

FABRICATED METAL PRODUCTS - 8.8%
   Keystone International, Inc.                   214,000  4,442,575 
   Material Sciences Corp.*                       250,000  4,312,500 
                                                           8,755,075 

FOOD & BEVERAGES - 2.3%
   Canandaigua Wine Co.*                           75,000  2,250,000 

GLASS PRODUCTS - 3.3%
   Libbey, Inc.                                   120,000  3,330,000 

HEALTH SERVICES - 4.0%
   Rehabcare Corp.*                               195,000  3,315,000 
   U. S. Physical Therapy, Inc.*                   65,000    633,750 
                                                           3,948,750 

INDUSTRIAL ORGANIC CHEMICALS - 1.5%
   Varitronix International Ltd. (Note 7)         725,000  1,512,653 

INVESTORS - 1.4%
   EK Chor China Motorcycle Co. Ltd.              100,600  1,358,100 

PLASTIC PRODUCTS - 1.7%
   Sun Coast Industries, Inc.*                    390,000  1,657,500 

PRIMARY METAL INDUSTRIES - 6.1%
   American Superconductor Corp.*                 115,000  1,638,750 
   Gibraltar Steel Corp.*                         220,000  4,455,000 
                                                           6,093,750 

</TABLE>



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

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)


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

PRINTING & PUBLISHING - 3.0%
   Playboy Enterprises, Inc. - Class A*              93,000  $1,383,375 
   Playboy Enterprises, Inc. - Class B*             107,000   1,578,250 
                                                              2,961,625 

RESTAURANTS - 4.4%
   Morton Restaurant Group, Inc.                    249,000   4,357,500 

RETAIL - 29.2%
   RETAIL - DEPARTMENT STORES - 4.1%
   Neiman Marcus Group, Inc.*                       150,000   4,050,000 

   RETAIL - HOME FURNISHING STORES - 4.8%
   Pier 1 Imports, Inc.                             324,500   4,826,938 

   RETAIL - SHOE STORES - 4.0%
   Brown Group, Inc.                                230,000   3,996,250 

   RETAIL - SPECIALTY STORES - 12.0%
   Fabri-Centers of America - Class A*              414,000   6,837,600 
   Fabri-Centers of America - Class B*              184,400   2,789,050 
   Hancock Fabrics, Inc.                            213,500   2,348,500 
                                                             11,975,150 

   RETAIL - VARIETY STORES - 4.3%
   Family Dollar Stores, Inc.                       250,000   4,343,750 
                                                             29,192,088 

SHOES - 4.4%
   Wolverine World Wide, Inc.                       134,550   4,372,875 

SOFTWARE - 11.1%
   Black Box Corp.*                                 170,000   4,037,500 
   Electronic Arts, Inc.*                            79,000   2,113,250 
   Founder Hong Kong Ltd.* (Note 7)               2,700,000   1,124,922 
   Symantec Corp.*                                  300,000   3,750,000 
                                                             11,025,672 

SURGICAL & MEDICAL INSTRUMENTS - 2.5%
   Allied Healthcare Products, Inc.                 271,000   2,506,750 

</TABLE>


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

                                      5
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)




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

TEXTILES - 0.6%
   Fieldcrest Cannon, Inc.*                          29,600   $  580,900 

TOTAL COMMON STOCK
  (Identified Cost $79,806,640)                               94,265,750 

SHORT-TERM INVESTMENTS - 2.6%
   Dreyfus U.S. Treasury Money Market Reserves
   (Identified Cost $2,634,054)                   2,634,054    2,634,054 

TOTAL INVESTMENTS - 97.3%
   (Identified Cost $82,440,694)                              96,899,804 

OTHER ASSETS, LESS LIABILITIES - 2.7%                          2,645,108 

NET ASSETS - 100%                                            $99,544,912 

</TABLE>


* Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $82,440,694 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $22,108,987 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                              (7,649,877)

UNREALIZED APPRECIATION - NET                                                   $14,459,110 


</TABLE>


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

                                      6
<PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)

JUNE 30, 1996
<S>                                                           <C>

ASSETS:

Investments, at value (Identified Cost $82,440,694)(Note 2)   $96,899,804 
Cash                                                              246,449 
Foreign currency, at value (cost $49,539)                          49,524 
Receivable for securities sold                                  1,567,416 
Receivable for fund shares sold                                   841,860 
Dividends receivable                                              126,432 
Prepaid expense                                                     2,462 

TOTAL ASSETS                                                   99,733,947 


LIABILITIES:

Accrued management fees (Note 3)                                  122,572 
Accrued Directors' fees (Note 3)                                    5,238 
Payable for fund shares redeemed                                   20,768 
Audit fee payable                                                  11,221 
Other payables and accrued expenses                                29,236 

TOTAL LIABILITIES                                                 189,035 

NET ASSETS FOR 7,668,923 SHARES
   OUTSTANDING                                                $99,544,912 

NET ASSETS CONSIST OF:

Capital stock                                                 $    76,688 
Additional paid-in-capital                                     86,512,343 
Undistributed net investment income                               183,660 
Accumulated net realized loss on investments                   (1,686,874)
Net unrealized appreciation on investments and other assets    14,459,095 

TOTAL NET ASSETS                                              $99,544,912 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($99,544,912/7,668,923 shares)                                $     12.98 


</TABLE>



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

                                      7
<PAGE>

<TABLE>

<CAPTION>




Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Interest                                               $   500,699 
Dividends                                                  461,895 

Total Investment Income                                    962,594 


EXPENSES:

Management fees (Note 3)                                   727,292 
Directors' fees (Note 3)                                     3,426 
Custodian fee                                               16,275 
Audit fee                                                   11,221 
Registration & filing fees                                   9,213 
Miscellaneous                                               11,507 

Total Expenses                                             778,934 

NET INVESTMENT INCOME                                      183,660 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments                        (1,686,498)
Net change in unrealized appreciation on investments    16,611,693 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                       14,925,195 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $15,108,855 

</TABLE>



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

                                      8
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets (unaudited)

                                                            For the Six Months     For the Year
                                                              Ended 6/30/96       Ended 12/31/95
<S>                                                        <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)                               $           183,660          ($40,525)
Net realized gain (loss) on investments                             (1,686,498)       31,290,477 
Net change in unrealized appreciation  on investments               16,611,693        15,430,101 

Net increase in net assets from operations                          15,108,855        15,819,851 

DISTRIBUTIONS TO SHAREHOLDERS:

From net realized gains                                             (2,633,631)      (28,009,998)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                           (55,933,354)       49,670,946 

Net increase (decrease) in net assets                              (43,458,130)       37,480,799 


NET ASSETS:

Beginning of period                                                143,003,042       105,522,243 

End of period (including undistributed net investment
   income of $183,660 and $0 respectively)                 $        99,544,912   $   143,003,042 

</TABLE>



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

                                      9
<PAGE>

<TABLE>

<CAPTION>




Financial Highlights (unaudited)



                                                       For the Six     For the Year    For the Year    For the Year
                                                         Months           Ended           Ended           Ended
                                                      Ended 6/30/96      12/31/95        12/31/94        12/31/93
<S>                                                  <C>              <C>             <C>             <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD               $        11.95   $       12.92   $       12.52   $       11.24 

Income from investment operations:
   Net investment income (loss)                               0.024          (0.004)         (0.066)         (0.040)
   Net realized and unrealized gain (loss)
      on investments                                          1.223           1.934           1.051           1.700 

Total from investment operations                              1.247           1.930           0.985           1.660 

Less distributions to shareholders:
   From net realized gain on investments                     (0.217)         (2.900)         (0.585)         (0.380)
   In excess of net realized gains                                -               -               -               - 
   Redemption of initial capitalization*                          -               -               -               - 

Total distributions to shareholders                          (0.217)         (2.900)         (0.585)         (0.380)

NET ASSET VALUE - END OF PERIOD                      $        12.98   $       11.95   $       12.92   $       12.52 

Total Return: 5                                               10.62%          14.70%           8.01%          14.64%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses (7)                                            1.07%(8)           1.07%           1.10%           1.13%
    Net investment income (loss)                            0.25%(8)         (0.03)%         (0.58)%         (0.43)%

Portfolio turnover                                               14%             77%             31%             12%

Average commission rate paid                         $       0.0254   $      0.0500               -               - 

NET ASSETS - END OF PERIOD (000'S OMITTED)           $       99,545   $     143,003   $     105,522   $      70,734 

Footnotes on next page.




Financial Highlights (unaudited)



                                                      For the Period    For the Period
                                                      4/30/92(1) to       1/1/89 to
                                                         12/31/92         7/24/89(2)
<S>                                                  <C>               <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD               $       10.00(3)  $          8.96 

Income from investment operations:
   Net investment income (loss)                               (0.020)           (0.390)
   Net realized and unrealized gain (loss)
      on investments                                           1.630                 - 

Total from investment operations                               1.610            (0.390)

Less distributions to shareholders:
   From net realized gain on investments                      (0.290)                - 
   In excess of net realized gains                         (0.080)(4)                - 
   Redemption of initial capitalization*                           -            (8.570)

Total distributions to shareholders                           (0.370)           (8.570)

NET ASSET VALUE - END OF PERIOD                      $         11.24                 - 

Total Return: 5                                                16.20%             - (6)

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses (7)                                             1.27%(8)      14.59%(8)(6)
    Net investment income (loss)                           (0.26)%(8)     (8.02)%(8)(6)

Portfolio turnover                                                24%                0%

Average commission rate paid                                       -                 - 

NET ASSETS - END OF PERIOD (000'S OMITTED)           $        33,079                 - 

Footnotes on next page.

</TABLE>



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

                                      10
<PAGE>

Financial Highlights - Footnotes (unaudited)

*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.

7During  the  period  1/1/89 to 7/24/89, absent waivers of investment advisory
fees, the ratio of expenses to average daily net assets was:  15.57%.

8Annualized.

                                      11
<PAGE>

Notes to Financial Statements (unaudited)

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  June
30, 1996, 940 million shares have been designated in total among 19 series, of
which  50  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.

                                      12
<PAGE>

Notes to Financial Statements (unaudited)

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 tax or excise tax has been made
in the financial statements.

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

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

       The timing and characterization of certain income and capital gains are
determined  in accordance with federal income tax regulations which may differ
from  generally  accepted  accounting  principles.    The differences may be a
result  of  deferral  of  certain  losses,  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) purchase 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.

                                      13
<PAGE>

Notes to Financial Statements (unaudited)

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
investment 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  June  30,  1996,  the Fund had no open foreign currency exchange
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 $727,292 for the six months
ended June 30, 1996.

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

       The Advisor has 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 $3,426 for the
six months ended June 30, 1996.

                                      14
<PAGE>

Notes to Financial Statements (unaudited)

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$19,574,296  and  $75,759,589  respectively, for the six months ended June 30,
1996.

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>




             Transactions in shares of  Small Cap Series Class A Common Stock were:
                                           For the Six                                                For the
                                             Months                                                     Year
                                              Ended                                                    Ended
                                             6/30/96                                                  12/31/95
<S>          <C>                                                                      <C>            <C>         <C>

             Shares                                                                   Amount         Shares      Amount

Sold                                                                      1,051,464   $ 12,753,328   1,840,553   $26,713,110 
Reinvested                                                                  221,291      2,611,233   2,289,934    27,662,435 
Repurchased                                                              (5,569,880)   (71,297,915)   (331,604)   (4,704,599)
Total                                                                    (4,297,125)  $(55,933,354)  3,798,883   $49,670,946 

</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 June 30, 1996.

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

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


                                      15
<PAGE>

<PAGE>






                         Manning & Napier Fund, Inc.
                              Technology Series
                              Semi-Annual Report
                                June 30, 1996

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

In  1995,  the  Technology  Series  was  able  to  benefit  from  what  was an
exceptional  year  in  the  market  in general and in the technology sector in
particular.  While the Series posted solid returns for the first half of 1996,
returns in the technology sector and of the Technology Series have slowed from
the remarkable pace of last year, as we expected.

As  we discussed in the Annual Report, many technology stocks declined late in
1995.   We had sold shares from client accounts earlier in the year to lock in
some gains and as a defensive measure.  This past January we took advantage of
the  decline  in  the sector to buy additional shares of the Series for client
accounts.  The Series rebounded well from that point through the end of June.

Much  of  the excitement about technology stocks early in 1995 was tied to the
much-hyped introduction of Windows 95.  It was expected that this would spur a
boom  in  the  industry  as  many companies which produced related products or
components  would stand to benefit from the rush to purchase the new operating
system.    At  the time, our analysis led to the conclusion that the forecasts
were  too  optimistic,  and we avoided some areas of the technology sector for
this  reason.   Although Windows 95 did sell extremely well, it fell far short
of  the overblown expectations, and this disappointment led to declines in the
prices of many stocks.  We have used this as an opportunity to add holdings in
areas,  such  as  semiconductors,  which  we  feel  have  reached  attractive
valuations.

We  have  recently  increased  international holdings to 12% of the Technology
Series, in keeping with our view that the global trend toward free trade means
that  many  investment opportunities are to be found in other countries.  Many
of  the U.S. companies in the portfolio are also expected to benefit from this
trend.

In  the  second  half  of the year, we expect a new corporate upgrade cycle in
personal  computers  to commence.  One factor leading to this upgrade cycle is
the  introduction  of  Window  NT,  although  this  introduction  has not been
anticipated  with  the  great  level  of enthusiasm that preceded Windows 95. 
Lower  personal  computer  prices,  caused  by  lower  semiconductor component
prices,  should  also contribute to an increase in corporate personal computer
upgrades.    Several  of  the  companies  in  which  the Fund has holdings are
positioned to benefit from this trend.

Looking further ahead, we are optimistic about opportunities in the technology
sector.   In earlier reports we have cited three main reasons for our positive
outlook:    increased  consumer acceptance, increased corporate use to bolster
productivity, and continued international penetration.  Our analysis indicates
that these trends will continue to be important forces in the technology area.
appreciate  the  opportunity  to  serve  you,  and we look forward to our next
opportunity to update you on our progress.

Sincerely,


Manning & Napier Advisors, Inc.
                                   1

<PAGE>


Performance Update as of June 30, 1996 (unaudited)

The  value  of  a  $10,000  investment  in  the  Manning & Napier Fund, Inc. -
Technology
Series from its inception (8/29/94) to present (6/30/96) as compared to the
Standard & Poor's (S&P) 500 Total Return Index. 1

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Technology Series

                                                                     Total Return
Through                                          Growth of $10,000                  Average
06/30/96                                             Investment       Cumulative     Annual
<S>                                              <C>                 <C>            <C>

One Year                                         $           11,315         13.15%    13.15%
Inception 2                                      $           16,674         66.74%    32.01%
</TABLE>



<TABLE>

<CAPTION>




S&P 500 Total Return Index

                                                Total Return
Through                     Growth of $10,000                  Average
06/30/96                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           12,593         25.93%    25.93%
Inception 2                 $           14,787         47.87%    23.67%
</TABLE>



1  The 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.

2  The Fund and Index performance numbers are calculated from August 29,
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>




Date      Manning & Napier Technology Series  S&P 500 Total Return Index
<S>       <C>                                 <C>

08/29/94*                            $10,000              $       10,000
12/31/94                              11,350                       9,773
06/30/95                              14,736                      11,742
12/31/95                              15,918                      13,433
06/30/96                              16,674                      14,787
</TABLE>




* Inception date
<TABLE>

<CAPTION>




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

COMMON STOCK - 92.1%

COMPUTER EQUIPMENT - 8.9%
   Cisco Systems, Inc.                               84,000  $ 4,756,500 
   Digital Equipment Corp.*                          72,800    3,276,000 
   PSC, Inc.*                                        51,125      511,250 
                                                               8,543,750 

INDUSTRIAL ORGANIC CHEMICALS - 2.2%
   Varitronix International Ltd. (Note 6)         1,000,000    2,086,419 

PRIMARY METAL INDUSTRIES - 2.6%
   American Superconductor Corp.*                   173,000    2,465,250 

RETAIL - SPECIALTY STORES - 3.9%
   Tandy Corp.                                       79,000    3,742,625 

SEMICONDUCTORS - 16.2%
   Altera Corp.                                     105,000    3,990,000 
   Intel Corp.                                      158,000   11,603,125 
                                                              15,593,125 

SOFTWARE - 25.3%
   Dassault Systemes S.A.*                           10,000      310,000 
   Electronic Arts, Inc.*                           170,000    4,547,500 
   Founder Hong Kong Ltd.* (Note 6)               2,200,000      916,603 
   Informix Corp.*                                  182,000    4,095,000 
   Microsoft Corp.*                                  40,000    4,805,000 
   Oracle Corp.*                                    124,425    4,907,011 
   Parametric Technology Co.*                        69,000    2,992,875 
   Symantec Corp.*                                  143,000    1,787,500 
                                                              24,361,489 

SPECIAL INDUSTRIAL INSTRUMENTS - 2.1%
   Measurex Corp.                                    71,000    2,076,750 

TELECOMMUNICATION EQUIPMENT - 30.9%
   ADC Telecommunications, Inc.*                    113,000    5,085,000 
   BroadBand Technologies, Inc.*                     98,000    3,160,500 
   Champion Technology Holdings (Note 6)          3,665,608      430,940 
   DSC Communications Corp. *                       133,000    4,006,625 
   ECI Telecommunications Ltd.                      159,200    3,701,400 
   General Instrument Corp.*                        295,700    8,538,337 
   Northern Telecom Ltd.                             86,800    4,719,750 
                                                              29,642,552 
</TABLE>




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

                              3

<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - June 30, 1996 (unaudited)

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

TOTAL COMMON STOCK
   (Identified Cost $74,400,473)                             $88,511,960 

SHORT-TERM INVESTMENTS - 6.6%
   Fannie Mae Discount Note, 7/08/96              2,000,000    1,997,962 
   Farm Credit Discount Note, 7/22/96             4,000,000    3,987,726 
   Galaxy Government Fund                           320,487      320,487 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $6,306,175)                                6,306,175 

TOTAL INVESTMENTS - 98.7%
   (Identified Cost $80,706,648)                              94,818,135 

OTHER ASSETS, LESS LIABILITIES - 1.3%                          1,232,523 

NET ASSETS - 100%                                            $96,050,658 


</TABLE>




*Non-income producing security

<TABLE>

<CAPTION>





FEDERAL TAX INFORMATION:

At June 30, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $80,706,648 was as follows:
<S>                                                                             <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                             $17,399,914 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                              (3,288,427)

UNREALIZED APPRECIATION - NET                                                   $14,111,487 

</TABLE>



The accompanying notes are an integral part of the financial statements.
                         4

<PAGE>

<TABLE>

<CAPTION>



Statement of Assets and Liabilities (unaudited)

JUNE 30, 1996
<S>                                                           <C>

ASSETS:

Investments, at value (Identified Cost $80,706,648)(Note 2)   $94,818,135 
Foreign currency, at value (cost $58,687)                          58,677 
Cash                                                               13,852 
Receivable for securities sold                                  1,997,934 
Receivable for fund shares sold                                   299,600 
Dividends receivable                                               15,800 
Prepaid expense                                                     1,154 

TOTAL ASSETS                                                   97,205,152 


LIABILITIES:

Accrued management fees (Note 3)                                   78,528 
Accrued Directors' fees (Note 3)                                    5,240 
Payable for securities purchased                                1,032,500 
Registration & filing fees                                         17,337 
Audit fee payable                                                  11,911 
Other payables and accrued expenses                                 8,978 

TOTAL LIABILITIES                                               1,154,494 

NET ASSETS FOR 8,815,458 SHARES
   OUTSTANDING                                                $96,050,658 

NET ASSETS CONSIST OF:

Capital stock                                                 $    88,155 
Additional paid-in-capital                                     85,709,807 
Undistributed net investment income                                59,770 
Accumulated net realized loss on investments                   (3,918,552)
Net unrealized appreciation on investments and other assets    14,111,478 

TOTAL NET ASSETS                                              $96,050,658 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($96,050,658/8,815,458 shares)                                $     10.90 
</TABLE>



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

                         5

<PAGE>

<TABLE>

<CAPTION>



Statement of Operations (unaudited)

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

INVESTMENT INCOME:

Interest                                               $   354,210 
Dividends                                                  159,868 

Total Investment Income                                    514,078 


EXPENSES:

Management fees (Note 3)                                   428,350 
Directors' fees (Note 3)                                     3,426 
Custodian fee                                                4,678 
Audit fee                                                    8,287 
Miscellaneous                                                9,194 

Total Expenses                                             453,935 

NET INVESTMENT INCOME                                       60,143 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments                        (3,786,695)
Net change in unrealized appreciation on investments     8,760,166 

NET REALIZED AND UNREALIZED GAIN  (LOSS)
   ON INVESTMENTS                                        4,973,471 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                     $ 5,033,614 
</TABLE>



The accompanying notes are an integral part of the financial statements.
                         5

<PAGE>


<TABLE>

<CAPTION>



Statement of Changes in Net Assets (unaudited)

                                                              For the Six
                                                                Months         For the Year
                                                             Ended 6/30/96    Ended 12/31/95
<S>                                                         <C>              <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                       $       60,143   $        71,018 
Net realized gain (loss) on investments                         (3,786,695)       19,400,886 
Net change in unrealized appreciation (depreciation)
   on investments                                                8,760,166          (268,944)

Net increase in net assets from operations                       5,033,614        19,202,960 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                         (37,668)          (33,723)
From net realized gains                                         (2,465,985)      (17,390,172)

Total distributions to shareholders                             (2,503,653)      (17,423,895)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease)  in net assets from capital share
   transactions (Note 5)                                        40,373,654          (561,295)


Net increase in net assets                                      42,903,615         1,217,770 


NET ASSETS:

Beginning of period                                             53,147,043        51,929,273 

End of period (including undistributed net investment
   income of $59,770 and $37,295)                           $   96,050,658   $    53,147,043 
</TABLE>



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

<PAGE>


<TABLE>

<CAPTION>



Financial Highlights (unaudited)
                                                For the Six    For the       For the       For the
                                                  Months         Year        Period         Period       For the       For the
                                                   Ended        Ended      8/29/94(1)     1/1/92 to     Year Ended    Year Ended
                                                  6/30/96      12/31/95    to 12/31/94    5/11/92(2)     12/31/91      12/31/90
<S>                                            <C>            <C>         <C>            <C>           <C>           <C>


PER SHARE DATA (FOR A SHARE OUTSTANDING
THROUGHOUT EACH PERIOD )*

NET ASSET VALUE - BEGINNING  OF PERIOD         $      10.71   $   11.35   $    10.00(3)  $     10.25   $      8.00   $      9.41 

Income from investment operations:
   Net investment income                              0.004       0.018         (0.013)        0.010        (0.040)        0.020 
   Net realized and unrealized gain (loss)
      on investments                                  0.486       4.515          1.363         1.530         2.930        (0.830)

Total from investment operations                      0.490       4.533          1.350         1.540         2.890        (0.810)

Less distributions to shareholders:
   From net investment income                        (0.005)     (0.010)            --            --            --        (0.030)
   From net realized gain on investments             (0.295)     (5.163)            --        (1.940)       (0.640)       (0.570)
   Redemption of capital                                 --          --             --        (9.850)           --            -- 

Total distributions to shareholders                  (0.300)     (5.173)            --       (11.790)       (0.640)       (0.600)

NET ASSET VALUE - END OF PERIOD                $      10.90   $   10.71   $      11.35   $      0.00   $     10.25   $      8.00 

Total return (4):                                      4.75%      40.25%          13.5%          -(5)         36.1%        (8.9)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                        1.06%(6)       1.12%       1.32%(6)   1.35%(6)(5)         1.13%         1.14%
    Net investment income                           0.14%(6)       0.13%     (0.40)%(6)   0.20%(6)(5)       (0.33)%      0.20%(7)

Portfolio turnover                                       42%        107%             5%            0%            4%           25%

Average commission rate paid                   $     0.0169   $  0.0156             --            --            --            -- 

NET ASSETS - END OF PERIOD (000'S OMITTED)     $     96,051   $  53,147   $     51,929             -   $     5,594   $     5,835 

</TABLE>



*  The  investment practice of the Fund results in the active operation of the
investment portfolio for discrete period.  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.
1  Recommencement of operations.
2 Date of complete redemption.
3 Initial offering price upon recommencement of operations on August 29, 1994.
4 Total return represents aggregate total return for the period indicated.
5 The Fund ceased investment operations on May 11, 1992; therefore, ratios and
total return would not be representative of an actively operating fund.
6 Annualized.
7 Investment income per share is comprised of recurring dividends and interest
income  which  amounted  to  $0.07  per  share and special dividends from Bell
Industries and Tempest Technologies, Inc.

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

                              8
<PAGE>


Notes to Financial Statements (unaudited)

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 June 30, 1996, the Fund has been in
  active  operation  from November 4, 1988 to May 11, 1992 and from August 29,
 1994 to June 30, 1996.

         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 June
  30,  1996, 940 million shares have been designated in total among 19 series,
  of  which 50 million have been designated as Technology Series Class DCommon
 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 (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

       The timing and characterization of certain income and capital gains are
 determined in accordance with federal income tax regulations which may differ
  from  generally  accepted  accounting  principles.  The differences may be a
  result  of  deferral  of  certain losses, 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) purchase 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
  investment  that result from fluctuations in foreign currency exchange rates
 is not separately stated.

                                  10
<PAGE>

Notes to Financial Statements (unaudited)

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  June  30,  1996,  the Fund had no open foreign currency exchange
 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 $428,350 for the six months
 ended June 30, 1996.

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

       The Advisor has 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 $3,426 for the
 six months ended June 30, 1996.
 
                              11
<PAGE>

Notes to Financial Statements (unaudited)
 .
4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
  $71,662,833 and $30,236,481, respectively, for the six months ended June 30,
 1996.

5.     CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



             Transactions in shares of Technology Series Class D Common Stock were:
                                           For the Six
                                             Months                             For the Year
                                          Ended 6/30/96                       Ended 12/31/95

              Shares                                      Amount         Shares          Amount
<S>          <C>                                       <C>           <C>              <C>
                      
Sold                                       3,860,417   $40,540,418        1,415,392   $ 17,145,335 
Reinvested                                   243,127     2,487,188        1,612,684     17,272,178 
Repurchased                                 (251,399)   (2,653,952)      (2,641,988)   (34,978,808)
Total                                      3,852,145   $40,373,654          386,088   $   (561,295)
</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.

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

                         12


<PAGE>
<PAGE>









August 21, 1996


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

          Small Cap Series
          Technology Series
          International Series
          New York Tax Exempt Series
          Ohio Tax Exempt Series
          Diversified Tax Exempt Series

Dear Shareholder:

Enclosed are copies of the Semi-Annual Reports for each of the above Series of
the Manning & Napier Fund in which you were invested as of June 30, 1996.  The
reports  include information about the Series performance as well as portfolio
listings as of that date.

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

Sincerely,

/s/ Amy J. Williams

Amy J. Williams
Fund Services Coordinator
<PAGE>


<TABLE> <S> <C>



<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          DIVERSIFIED TAX EXEMPT SERIES
<NUMBER>                        18
       

<CAPTION>



<S>                             <C>
<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
<PERIOD-TYPE>                   6-MOS
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           14,835,570
<INVESTMENTS-AT-VALUE>          14,971,945
<RECEIVABLES>                   275,963
<ASSETS-OTHER>                  199,541
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  15,447,449
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       27,092
<TOTAL-LIABILITIES>             27,092
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        15,242,758
<SHARES-COMMON-STOCK>           1,540,006
<SHARES-COMMON-PRIOR>           1,207,105
<ACCUMULATED-NII-CURRENT>       49,503
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         (8,279)
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        136,375
<NET-ASSETS>                    15,420,357
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               347,621
<OTHER-INCOME>                  0
<EXPENSES-NET>                  52,093
<NET-INVESTMENT-INCOME>         295,528
<REALIZED-GAINS-CURRENT>        0
<APPREC-INCREASE-CURRENT>       (446,678)
<NET-CHANGE-FROM-OPS>           (151,150)
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       253,902
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         351,855
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</TABLE>

<TABLE> <S> <C>



<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          INTERNATIONAL SERIES
<NUMBER>                        7
       

<CAPTION>


<S>                             <C>
<MULTIPLIER>                    1
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<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
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<INVESTMENTS-AT-VALUE>          131,589,645
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<OTHER-ITEMS-ASSETS>            0
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</TABLE>

<TABLE> <S> <C>


<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          NEW YORK TAX EXEMPT SERIES
<NUMBER>                        16
       

<CAPTION>



<S>                             <C>
<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
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<INVESTMENTS-AT-VALUE>          32,707,273
<RECEIVABLES>                   530,623
<ASSETS-OTHER>                  295
<OTHER-ITEMS-ASSETS>            0
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<SENIOR-LONG-TERM-DEBT>         0
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<REALIZED-GAINS-CURRENT>        (334)
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</TABLE>

<TABLE> <S> <C>


<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          OHIO TAX EXEMPT SERIES
<NUMBER>                        17
       

<CAPTION>


<S>                             <C>
<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
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<SENIOR-LONG-TERM-DEBT>         0
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<SENIOR-EQUITY>                 0
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<ACCUMULATED-NII-CURRENT>       19,748
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<DIVIDEND-INCOME>               0
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<PER-SHARE-NAV-BEGIN>           10.31
<PER-SHARE-NII>                 0.215
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</TABLE>

<TABLE> <S> <C>


<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          SMALL CAP SERIES
<NUMBER>                        1
       

<CAPTION>



<S>                             <C>
<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
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<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        86,589,031
<SHARES-COMMON-STOCK>           7,668,923
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<ACCUMULATED-NII-CURRENT>       183,660
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<REALIZED-GAINS-CURRENT>        (1,686,498)
<APPREC-INCREASE-CURRENT>       16,611,693
<NET-CHANGE-FROM-OPS>           15,108,855
<EQUALIZATION>                  0
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<NUMBER-OF-SHARES-SOLD>         1,051,464
<NUMBER-OF-SHARES-REDEEMED>     5,569,880
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<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           727,292
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 778,934
<AVERAGE-NET-ASSETS>            139,845,325
<PER-SHARE-NAV-BEGIN>           11.95
<PER-SHARE-NII>                 0.024
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<EXPENSE-RATIO>                 1.07
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</TABLE>

<TABLE> <S> <C>


<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          TECHNOLOGY SERIES
<NUMBER>                        4
       

<CAPTION>



<S>                             <C>
<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               DEC-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    JUN-30-1996
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<PAYABLE-FOR-SECURITIES>        1,032,500
<SENIOR-LONG-TERM-DEBT>         0
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<TOTAL-LIABILITIES>             1,154,494
<SENIOR-EQUITY>                 0
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<SHARES-COMMON-STOCK>           8,815,458
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<REALIZED-GAINS-CURRENT>        (3,786,695)
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<NUMBER-OF-SHARES-SOLD>         3,860,417
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<OVERDISTRIB-NII-PRIOR>         0
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<INTEREST-EXPENSE>              0
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</TABLE>


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