MANNING & NAPIER FUND INC
N-30D, 1996-12-09
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December 6, 1996


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

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

Dear Shareholder:

Enclosed  is  a  copy of an updated prospectus for each of the above Series of
the Manning & Napier Fund in which you are currently invested.

Also  enclosed  are  copies  of the Annual Reports for each of these Series in
which  you  were  invested  as  of  October  31,  1996.    The reports include
information  about  the Series performance as well as portfolio listings as of
that date.

Because  the  fiscal  year  of the Blended Asset Series I and II and all three
Flexible  Yield  Series  were  changed to a fiscal year ending October 31, the
Annual Reports for these Series include information for ten months, the period
since the last Annual Reports, rather than for the full twelve months.

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 enclosures or
about the Fund.

Sincerely,

/s/ Amy J. Williams

Amy J. Williams
Fund Services Coordinator

<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                            Blended Asset Series I
                                Annual Report
                               October 31, 1996
<PAGE>

Management Discussion and Analysis

Dear Shareholders:

Since we last reported to you six months ago, the markets have again exhibited
the upward and downward swings akin to the later stages of economic and market
cycles.    Midway  through this period we saw the Dow Jones Industrial Average
take  a  considerable dive, only to end this semi-annual reporting cycle above
the record-breaking 6000 mark.  Likewise, the 30-year U.S. Treasury yield rose
to  over  7%  during  this  period,  but  bonds recovered nicely by the end of
October.  However,  as  we  have  anticipated  thus  far,  economic growth has
remained  moderate  and  inflation  has remained in check, allowing us to take
advantage of the buying opportunities that present themselves.

These gyrations were caused by overreaction to short-term economic data.  Much
as  happened  in  March  of  this  year, the news again raised fears of higher
inflation  and  sent the Dow Jones Industrial Average plunging down 115 points
on  July 5th in what was only a half-day of trading due to the holiday.  Bonds
followed  suit  with  the  yield  on  the  30-year  U.S.  Treasury  surging 25
basis-points.    Many  were  left wondering whether the Federal Reserve Board 
would  raise  the Fed Funds rate.  However, additional evidence throughout the
summer  that  inflation  and  economic growth are under control led the Fed to
again leave rates unchanged when they met during the last week of September.

As we continue to adhere to our long-term overview for low inflation and lower
interest  rates, the July 5th correction created a buying opportunity in which
we  were  able to lengthen the maturity of the bonds in the portfolio and move
into  equity sectors where valuations proved attractive.  The stock portion of
the  portfolio has continued emphasis in small ticket consumer stocks which we
believe have been branded with the same iron as more cyclical consumer stocks,
thus  creating  a  buying  opportunity.    In  addition, we have increased our
exposure  to  the  health  care  sector as valuations in that area have proved
attractive as well.

                                      1
<PAGE>

Management Discussion and Analysis (continued)

At a time when market valuations in
general  are  high  and  the  bull  market  is  aging,  it  is important to be
discriminating  about  the  levels  of risk acceptable in funds with different
tolerances  for  volatility.   Your Series places a high priority on dampening
market  volatility,  so  even though we see a number of long-term positives in
0he  investment  picture,  we must be sensitive to the possibility of cyclical
disruptions.    With  valuations  currently  very high, you should expect this
Series  to  be conservatively positioned, and indeed, that is the case.  As we
continue  to  move  through  this mature bull market, we will hold fast to our
disciplines  of  attempting  to  identify  stocks  of  companies  with  strong
strategic  positioning  in  their  industry  at  attractive  valuations versus
long-term U.S. Treasury bonds.

We wish you and yours all the best during this holiday season.

Sincerely,


Manning & Napier Advisors, Inc.


[GRAPHIC]
[Pie Chart]

Asset Allocation - As of 10/31/96

Bonds - 66%
Stocks - 20%
Cash & Equivalents - 14%

                                   2

<PAGE>

Performance Update as of October 31, 1996


The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Blended
Asset  Series I from its inception (9/15/93) to present (10/31/96) as compared
to the Lehman Brothers Intermediate Bond Index and a Balanced Index. 1

<TABLE>

<CAPTION>



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

                                                                   Total Return
                                                       Growth of
Through                                                 $10,000                   Average
10/31/96                                              Investment    Cumulative     Annual
<S>                                                   <C>          <C>            <C>

One Year                                              $    10,837          8.37%     8.37%
Inception 2                                           $    12,806         28.06%     8.22%

</TABLE>




<TABLE>

<CAPTION>




Lehman Brothers Intermediate Bond Index

                                                      Total Return
                                          Growth of
Through                                    $10,000                   Average
10/31/96                                 Investment    Cumulative     Annual
<S>                                      <C>          <C>            <C>

One Year                                 $    10,581          5.81%     5.81%
Inception 2                              $    11,728         17.28%     5.22%

</TABLE>



<TABLE>

<CAPTION>




Balanced Index

                             Total Return
                 Growth of
Through           $10,000                   Average
10/31/96        Investment    Cumulative     Annual
<S>             <C>          <C>            <C>

One Year        $    11,115         11.15%    11.15%
Inception 2     $    13,040         30.40%     8.85%
</TABLE>



1 The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 3,425 corporate and government securities. The
Index is comprised of investment grade securities with maturities greater than
one year but less than ten years.  The Balanced Index is 30% Standard & Poor's
(S&P) 500 Total Return Index and 70% Lehman Brothers Intermediate Bond
Index.  The S&P 500 Total Return Index is an unmanaged capitalization-
weighted measure of 500 widely held common stocks listed on the New York
Stock Exchange, American Stock Exchange, and Over-the-Counter market.
Both Indices' returns assume reinvestment of income and, unlike Fund returns,
do not reflect any fees or expenses.

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

[GRAPHIC]
LINE CHART
Data for Line Chart to follow:

<TABLE>

<CAPTION>




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

09/15/93  $                10,000  $                 10,000  $  10,000
12/31/93                   10,092                    10,032     10,081
06/30/94                    9,671                     9,770      9,795
12/31/94                   10,012                     9,838      9,986
06/30/95                   11,578                    10,783     11,256
12/31/95                   12,123                    11,347     12,151
04/30/96                   12,292                    11,213     12,303
10/31/96                   12,806                    11,728     13,040
</TABLE>



                                   3

<PAGE>



<TABLE>

<CAPTION>




INVESTMENT PORTFOLIO - OCTOBER 31, 1996
                                                              VALUE
                                                    SHARES  (NOTE 2)
<S>                                                 <C>     <C>

COMMON STOCK - 20.10%

AIR TRANSPORTATION- 2.19%
 Federal Express Corp.*                              4,850  $390,425 

APPAREL- 2.47%
VF Corp.                                             6,725   439,647 

CHEMICALS & ALLIED PRODUCTS- 0.06%
Varitronix International Ltd. (Note 7)               6,000    10,941 

COMMUNICATIONS- 2.42%
Stet Societa' Finanziaria Telefonica S.p.A. - ADR    4,975   172,259 
Telefonica de Espana - ADR                           4,300   259,075 
                                                            ---------
                                                             431,334 
                                                            ---------

COMPUTER EQUIPMENT- 0.12%
Cisco Systems, Inc.*                                   200    12,375 
Digital Equipment Corp.*                               300     8,850 
                                                            ---------
                                                              21,225 
                                                            ---------
ELECTROMEDICAL APPARATUS- 1.79%
Nellcor Puritan Bennett, Inc.*                      16,300   317,850 

ELECTRONICS & ELECTRICAL EQUIPMENT- 0.92%

SEMICONDUCTOR- 0.14%
Altera Corp.*                                          250    15,500 
Texas Instruments, Inc.                                200     9,625 
                                                            ---------
                                                              25,125 
                                                            ---------
TELECOMMUNICATIONS EQUIPMENT- 0.78%
ADC Telecommunications, Inc.*                          150    10,256 
BroadBand Technologies, Inc.*                        1,050    18,769 
DSC Communications Corp.*                              325     4,509 
ECI Telecommunications, Ltd.                           625    12,500 
General Instrument Corp.*                            3,875    77,984 
Northern Telecom Ltd.                                  225    14,653 
                                                            ---------
                                                             138,671 
                                                            ---------
                                                             163,796 
                                                            ---------

ENGINEERING SERVICES- 0.47%
Jacobs Engineering Group, Inc.*                      3,775    83,522 
</TABLE>



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

                                      4
<PAGE>

<TABLE>

<CAPTION>




INVESTMENT PORTFOLIO - OCTOBER 31, 1996
                                                    VALUE
                                          SHARES  (NOTE 2)
<S>                                       <C>     <C>


FABRICATED METAL PRODUCTS- 0.19%
Keystone International, Inc.                 875  $ 15,750 
Material Sciences Corp.*                   1,175    17,919 
                                                  ---------
                                                    33,669 
                                                  ---------

FOOD & BEVERAGES- 0.03%
Canandaigua Wine Co., Inc. - Class A*        250     5,625 

GLASS PRODUCTS- 0.06%
Libbey, Inc.                                 425    10,200 

HEALTH SERVICES- 1.55%
MedPartners, Inc.*                        12,276   259,331 
RehabCare Group, Inc.*                       800    14,300 
U.S. Physical Therapy, Inc.*                 225     2,081 
                                                  ---------
                                                   275,712 
                                                  ---------

HOLDING COMPANIES - 0.02%
Ek Chor China Motorcycle Co. Ltd.            500     2,938 

INFORMATION RETRIEVAL SERVICES- 0.02%
America OnLine, Inc.*                        125     3,391 

PLASTIC PRODUCTS- 0.03%
Sun Coast Industries, Inc.*                1,525     5,909 

PRIMARY METAL INDUSTRIES- 0.17%
American Superconductor Corp.*               875    10,828 
Gibraltar Steel Corp.*                       775    18,794 
                                                  ---------
                                                    29,622 
                                                  ---------

PRINTING & PUBLISHING - 0.04%
Playboy Enterprises, Inc. - Class A*         225     2,700 
Playboy Enterprises, Inc. - Class B*         300     3,600 
                                                     6,300 

RESTAURANTS- 0.78%
McDonald's Corp.                           2,775   123,141 
Morton's Restaurant Group, Inc.*           1,025    15,759 
                                                  ---------
                                                   138,900 
                                                  ---------
</TABLE>


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

                                      5
<PAGE>

<TABLE>

<CAPTION>




INVESTMENT PORTFOLIO - OCTOBER 31, 1996
                                                     VALUE
                                           SHARES   (NOTE 2)
<S>                                        <C>     <C>


RETAIL- 4.98%

RETAIL - HOME FURNISHING STORES- 0.10%
Pier 1 Imports, Inc.                        1,238     17,332 

RETAIL - SHOE STORES- 0.11%
Brown Group, Inc.                             950     19,594 

RETAIL - SPECIALTY STORES- 4.58%
Fabri-Centers of America - Class A*         8,250    107,250 
Fabri-Centers of America - Class B*         7,250     94,250 
Fingerhut Companies, Inc.                  18,475    274,816 
Hancock Fabrics, Inc.                      10,525     89,463 
Tandy Corp.                                 6,625    249,266 
                                                   ----------
                                                     815,045 
                                                   ----------

RETAIL - VARIETY STORES- 0.09%
Family Dollar Stores, Inc.                    975     16,575 

RETAIL - WHOLESALE- 0.10%
Coleman Company, Inc.*                      1,300     17,225 
                                                     885,771 

SOFTWARE- 0.43%
Electronic Arts, Inc.*                        725     27,188 
Founder Hong Kong Ltd.* (Note 7)           18,000      6,984 
Informix Corp.*                               425      9,430 
Microsoft Corp.*                              100     13,725 
Parametric Technology Corp.*                  150      7,331 
Symantec Corp.*                             1,175     12,778 
                                                   ----------
                                                      77,436 
                                                   ----------

TECHNICAL INSTRUMENTS & SUPPLIES- 1.36%

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.32%
Eastman Kodak Co.                           2,950    235,261 

SURGICAL & MEDICAL INSTRUMENTS - 0.04%
Allied Healthcare Products, Inc.*           1,100      7,424 
                                                     242,685 

TOTAL COMMON STOCK
     (Identified Cost $3,403,092)                  3,576,898 
</TABLE>



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


<TABLE>

<CAPTION>



INVESTMENT PORTFOLIO - OCTOBER 31, 1996
                                              PRINCIPAL      VALUE
                                                AMOUNT      (NOTE 2)
<S>                                           <C>         <C>


U.S. TREASURY SECURITIES - 65.42%

U.S. TREASURY BONDS - 19.75%
     U.S. Treasury Bond, 7.25%,  5/15/2016    $   45,000  $    47,475 
     U.S. Treasury Bond, 7.25%,  8/15/2022       555,000      587,259 
     U.S. Treasury Bond, 7.50%,  11/15/2024    2,625,000    2,880,116 
                                                          ------------
     TOTAL U.S. TREASURY BONDS                              3,514,850 
                                                          ------------
     (Identified Cost $3,361,358)

U.S. TREASURY NOTES - 45.67%
     U.S. Treasury Note, 5.875%,  4/30/1998    3,640,000    3,651,375 
     U.S. Treasury Note, 5.125%, 12/31/1998      595,000      586,819 
     U.S. Treasury Note, 6.875%, 8/31/1999       450,000      461,162 
     U.S. Treasury Note, 7.75%, 12/31/1999        20,000       21,013 
     U.S. Treasury Note, 6.625%,  7/31/2001    3,335,000    3,406,259 
                                                          ------------
     TOTAL U.S. TREASURY NOTES
     (Identified Cost $8,067,272)                           8,126,628 
                                                          ------------


TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $11,428,630)                         11,641,478 


U.S. GOVERNMENT AGENCIES - 0.76%

    MORTGAGE BACKED SECURITIES
     GNMA POOL#174225, 9.50%, 8/15/2016            5,293        5,709 
     GNMA POOL#286310, 9.00%, 2/15/2020           42,520       44,939 
     GNMA POOL#385753, 9.00%, 7/15/2024           80,601       85,186 
                                                          ------------

TOTAL U.S. GOVERNMENT AGENCIES
     (Identified Cost $134,042 )                              135,834 
</TABLE>



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

<TABLE>

<CAPTION>




INVESTMENT PORTFOLIO - OCTOBER 31, 1996
                                                   Principal Amount/      Value
                                                         Shares          (NOTE 2)
<S>                                                <C>                 <C>


SHORT-TERM INVESTMENTS - 4.16%
     U.S. Treasury Bill, 11/29/1996                $        1,600,000  $ 1,594,008 
     Dreyfus U.S. Treasury Money Market Reserves              739,029      739,029 

TOTAL SHORT-TERM INVESTMENTS
     (Identified Cost $2,333,037)                                        2,333,037 
                                                                       ------------

TOTAL INVESTMENTS - 99.40%
     (Identified Cost $17,298,801)                                      17,687,247 
                                                                       ------------

OTHER ASSETS, LESS LIABILITIES - 0.60%                                     106,261 

NET ASSETS - 100%                                                      $17,793,508 
                                                                       ------------
</TABLE>



*Non-income producing security.

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $17,305,735 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all
investments in which there was an excess of value over
tax cost                                                                           $ 553,706 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of tax cost
over value                                                                          (172,194)

UNREALIZED APPRECIATION - NET                                                      $ 381,512 
</TABLE>



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


<TABLE>

<CAPTION>





Statement of Assets and Liabilities
OCTOBER 31, 1996

<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $17,298,801)(Note 2)  $17,687,247
Interest receivable                                              174,470
Dividends receivable                                                 739

TOTAL ASSETS                                                  17,862,456


LIABILITIES:

Accrued management fees (Note 3)                                  18,484
Accrued Directors' fees (Note 3)                                   1,648
Transfer agent fees payable (Note 3)                                 345
Payable for fund shares redeemed                                  35,728
Audit fee payable                                                 10,750
Other payables and accrued expenses                                1,993

TOTAL LIABILITIES                                                 68,948

NET ASSETS FOR 1,588,453 SHARES OUTSTANDING                  $17,793,508


NET ASSETS CONSIST OF:

Capital stock                                                $    15,885
Additional paid-in-capital                                    16,776,541
Undistributed net investment income                              319,657
Accumulated net realized gain on investments                     292,979
Net unrealized appreciation on investments                       388,446

TOTAL NET ASSETS                                             $17,793,508

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($17,793,508/1,588,453 shares)                               $     11.20
</TABLE>



The accompanying notes are an integral part of the financial statements.
                                      9

<PAGE>

<TABLE>

<CAPTION>




Statement of Operations

                                                           For the Ten     For the
                                                             Months         Year
                                                              Ended         Ended
                                                            10/31/96      12/31/95
<S>                                                       <C>            <C>

INVESTMENT INCOME:

Interest                                                  $    555,989   $  294,411 
Dividends                                                       41,029       44,454 

Total Investment Income                                        597,018      338,865 


EXPENSES:

Management fees (Note 3)                                       121,924       69,950 
Directors' fees (Note 3)                                         5,071        6,875 
Transfer agent fees (Note 3)                                     2,926        1,679 
Audit fee                                                       12,450       14,625 
Custodian fee                                                    6,540        7,480 
Registration & filing fees                                       7,497        6,384 
Miscellaneous                                                    3,561          354 

Total Expenses                                                 159,969      107,347 

Less Waiver of Expenses (Note 3)                               (13,439)     (23,407)

Net Expenses                                                   146,530       83,940 

NET INVESTMENT INCOME                                          450,488      254,925 


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)       299,745      608,702 
Net change in unrealized appreciation on investments           105,808      341,625 

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                              405,553      950,327 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $    856,041   $1,205,252 

</TABLE>



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

<TABLE>

<CAPTION>



Statement of Changes in Net Assets
                                                         For the Ten     For the  Year    For the Year
                                                         Months Ended        Ended           Ended
                                                           10/31/96        12/31/95         12/31/94
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                     <C>             <C>              <C>

Net investment income                                   $     450,488   $      254,925   $      88,876 
Net realized gain on investments                              299,745          608,702          18,293 
Net change in unrealized appreciation on investments          105,808          341,625         (59,823)

Net increase in net assets from operations                    856,041        1,205,252          47,346 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                   (130,831)        (254,925)        (88,431)
In excess of net investment income                                  -           (3,886)              - 
From net realized gain on investments                         (39,818)        (564,923)        (18,074)
In excess of net realized gain                                      -                -          (3,332)

Total distributions to shareholders                          (170,649)        (823,734)       (109,837)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                    7,589,621        4,617,621       4,106,508 


Net increase in net assets                                  8,275,013        4,999,139       4,044,017 


NET ASSETS:

Beginning of period                                         9,518,495        4,519,356         475,339 

End of period (including undistributed net investment
   income of $319,657, $0, and $665 respectively)       $  17,793,508   $    9,518,495   $   4,519,356 

</TABLE>



The accompanying notes are an integral part of the financial statements.
                                      11
<PAGE>

<TABLE>

<CAPTION>

Financial Highlights
                                                                                                               For the Period
                                                                                                                   9/15/93
                                                              For the Ten     For the  Year    For the Year      (commencement
                                                             Months Ended        Ended           Ended        of operations) to
                                                               10/31/96        12/31/95         12/31/94          12/31/93

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

NET ASSET VALUE - BEGINNING  OF PERIOD                     $       10.72   $         9.72   $       10.05   $            10.00 

Income from investment operations:
   Net investment income                                           0.293            0.342           0.200                0.045 
   Net realized and unrealized gain (loss)
      on investments                                               0.307            1.698          (0.280)               0.045 

Total from investment operations                                   0.600            2.040          (0.080)               0.090 

Less distributions to shareholders:
   From net investment income                                     (0.092)          (0.342)         (0.203)              (0.040)
   In excess of net investment income                                  -           (0.005)              -                    - 
   From net realized gain on investments                          (0.028)          (0.693)         (0.040)                   - 
   In excess of net realized gain                                      -                -          (0.007)                   - 

Total distributions to shareholders                                (0.120)          (1.040)         (0.250)              (0.040)

NET ASSET VALUE - END OF PERIOD                             $       11.20   $        10.72   $        9.72   $            10.05 

Total return1                                                        5.64%           21.08%         (0.80%)                0.93%

Ratios (to average net assets) / Supplemental Data:
    Expenses                                                     1.20%2**          1.20%**          1.20%*              1.20%2* 
    Net investment income                                        3.69%2**          3.64%**          3.40%*              2.47%2* 

Portfolio turnover                                                    85%              72%             45%                   1%

Average commission rate paid                               $      0.0515   $       0.0689               -                    - 

NET ASSETS - END OF PERIOD (000'S OMITTED)                 $      17,794   $        9,518   $       4,519   $              475 

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

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

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

Net investment income                                      $       0.284   $        0.311   $       0.124   $            0.021 
Ratios (to average net assets):
   Expenses                                                       1.31%2             1.53%           2.50%              2.50%2 
   Net investment income                                          3.58%2             3.31%           2.10%              1.17%2 

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



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

Notes to Financial Statements


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

         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
  October  31, 1996, 940 million shares have been designated in total among 19
  series,  of  which 50 million have been designated as Blended Asset Series I
 Class K Common Stock.

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

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

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
  by  the  Advisor  under  procedures  established  by  and  under the general
 supervision and responsibility of 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.
                                        13
     <PAGE>

Notes to Financial Statements

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

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

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

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

          The Fund hereby designates $19,854 as capital gain dividends for the
 period ended October 31, 1996.

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


                                      14
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

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

     OTHER

          The preparation of financial statements in conformity with generally
  accepted  accounting  principles  requires  management to make estimates and
  assumptions  that  affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements  and  the  reported  amounts  of revenues and expenses during the
 reporting period.  Actual results could differ from those estimates.


3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net assets.  The fee amounted to $121,924 for the ten months
 ended October 31, 1996 and $69,950 for the year ended December 31, 1995.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.20%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  waived  fees of $13,439 for the ten months ended
  October 31, 1996 and $23,407 for the year ended December 31, 1995, which are
 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 $2,926 for the ten months ended October
 31, 1996 and $1,679 for the year ended December 31, 1995.
                                        15

     <PAGE>
     Notes to Financial Statements

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

       The compensation of the non-affiliated Directors totaled $5,071 for the
  ten months ended October 31, 1996 and $6,875 for the year ended December 31,
 1995.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
  $17,340,767  and $11,470,757, respectively, for the ten months ended October
 31, 1996.

5.     CAPITAL STOCK TRANSACTIONS
         Transactions in shares of Blended Asset Series I Class K Common Stock
 were:
<TABLE>

<CAPTION>



              For the Ten                 For the Year                For the Year
             Months Ended                     Ended                       Ended
               10/31/96                     12/31/95                    12/31/94
                Shares         Amount        Shares        Amount        Shares        Amount
                      
<S>          <C>            <C>           <C>            <C>          <C>            <C>

Sold              940,658   $10,210,779        406,586   $4,437,737        481,619   $4,726,025 
Reinvested         15,624       169,059         75,731      811,707         11,251      109,832 
Repurchased      (255,975)   (2,790,217)       (58,913)    (631,823)       (75,443)    (729,349)
Total             700,307   $ 7,589,621        423,404   $4,617,621        417,427   $4,106,508 
</TABLE>



     6.  FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course  of  its  investing  activities  to assist in managing
exposure to various market risks.  These financial instruments include written
options,  forward  foreign  currency exchange contracts, and futures contracts
and  may  involve,  to  a  varying  degree,  elements of risk in excess of the
amounts recognized for financial statement purposes.  No such investments were
held by the Fund on October 31, 1996.

                                      16
     <PAGE>
     Notes to Financial Statements

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

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

                                      17
     <PAGE>


     Independent Auditors' Report

     TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
     AND SHAREHOLDERS OF BLENDED ASSET SERIES I:

         We have audited the accompanying statement of assets and liabilities,
including  the  investment  portfolio,  of  Blended Asset Series I (one of the
series  constituting  Manning & Napier Fund, Inc.) as of October 31, 1996, the
related  statement  of  operations  for the ten months then ended and the year
ended  December  31,  1995, the statement of changes in net assets for the ten
months  ended October 31, 1996 and the years ended December 31, 1995 and 1994,
and  the  financial  highlights  for  each  of  the  periods  indicated in the
financial  highlights  table  herein. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
present  fairly,  in  all material respects, the financial position of Blended
Asset Series I at October 31, 1996, the results of its operations, the changes
in  its  net  assets  and   its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996


                                      18
     <PAGE>
     <PAGE>
     <PAGE>

                         Manning & Napier Fund, Inc.

                           Blended Asset Series II

                                Annual Report
                               October 31, 1996
     <PAGE>

     Management Discussion and Analysis

     Dear Shareholders:

          Since we last reported to you six months ago, the markets have again
exhibited  the upward and downward swings akin to the later stages of economic
and market cycles.  Midway through this period we saw the Dow Jones Industrial
Average take a considerable dive, only to end this semi-annual reporting cycle
above  the  record-breaking  6000  mark.   Likewise, the 30-year U.S. Treasury
yield  rose  to  over 7% during this period, but bonds recovered nicely by the
end  of October. However, as we have anticipated thus far, economic growth has
remained  moderate  and  inflation  has remained in check, allowing us to take
advantage of the buying opportunities that present themselves.

     These gyrations were caused by overreaction to short-term economic data. 
Much  as happened in March of this year, the news again raised fears of higher
inflation  and  sent the Dow Jones Industrial Average plunging down 115 points
on  July 5th in what was only a half-day of trading due to the holiday.  Bonds
followed  suit  with  the  yield  on  the  30-year  U.S.  Treasury  surging 25
basis-points.    Many  were  left wondering whether the Federal Reserve Board 
would  raise  the Fed Funds rate.  However, additional evidence throughout the
summer  that  inflation  and  economic growth are under control led the Fed to
again leave rates unchanged when they met during the last week of September.

      As we continue to adhere to our long-term overview for low inflation and
lower  interest rates, the July 5th correction created a buying opportunity in
which  we were able to lengthen the maturity of the bonds in the portfolio and
move  into  equity sectors where valuations proved attractive.  We boosted our
exposure  to  the  technology  sector,  which  was the hardest hit by the July
decline,  and  semiconductor  stocks wound up posting the largest gains of any
sector  during  the  third  quarter  of  this  year.  The stock portion of the
portfolio  has  continued  emphasis  in  small ticket consumer stocks which we
believe have been branded with the same iron as more cyclical consumer stocks,
thus  creating  a  buying  opportunity.    In  addition, we have increased our
exposure  to  the  health  care  sector as valuations in that area have proved
attractive as well.

                                      1
     <page



     Management Discussion and Analysis (continued)

      At a time when market valuations in general are high and the bull market
is  aging,  it  is  important  to  be  discriminating about the levels of risk
acceptable  in  funds  with  different  tolerances for volatility.  While this
Series  has  asset  allocation  discretion,  it  is  designed to place greater
emphasis  on  growth  than  on dampening volatility.  As a result, even though
high  market  valuations  bring  the threat of cyclical volatility, the series
remains  fairly  heavily  invested  because, a) we are able to find individual
securities  at  more  attractive valuations than the market as a whole, and b)
looking past the immediate cycle, we see long-term positive trends that should
help  the  market.  As we continue to move through this mature bull market, we
will  hold  fast  to  our  disciplines  of  attempting  to  identify stocks of
companies  with  strong  strategic positioning in their industry at attractive
valuations versus long-term U.S. Treasury bonds.

          We wish you and yours all the best during this holiday season.

     Sincerely,


     Manning & Napier Advisors, Inc.

     [GRAPHIC]
     [Pie Chart]

     Asset Allocation - As of 10/31/96

     Stocks - 50%
     Bonds - 38%
     Cash & Equivalents - 12%

                                   2

     <PAGE>

     Performance Update as of October 31, 1996

        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Blended Asset Series II from its inception (10/12/93) to present (10/31/96) as
compared  to the Lehman Brothers Intermediate Bond Index and a Balanced Index.
1

<TABLE>

<CAPTION>



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

                                                                    Total Return
                                                        Growth of
Through                                                  $10,000                   Average
10/31/96                                               Investment    Cumulative     Annual
<S>                                                    <C>          <C>            <C>

One Year                                               $    11,589         15.89%    15.89%
Inception 2                                            $    15,078         50.78%    14.38%

</TABLE>



<TABLE>

<CAPTION>




Lehman Brothers Intermediate Bond Index

                                                      Total Return
                                          Growth of
Through                                    $10,000                   Average
10/31/96                                 Investment    Cumulative     Annual
<S>                                      <C>          <C>            <C>

One Year                                 $    10,581          5.81%     5.81%
Inception 2                              $    11,639         16.39%     5.09%

</TABLE>



<TABLE>

<CAPTION>





Balanced Index

                             Total Return
                 Growth of
Through           $10,000                   Average
10/31/96        Investment    Cumulative     Annual
<S>             <C>          <C>            <C>

One Year        $    11,478         14.78%    14.78%
Inception 2     $    13,978         39.78%    11.58%
</TABLE>




1 The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 3,425 corporate and government securities.  The Index
is comprised of investment grade securities with maturities greater than one 
year but less than ten years.  The Balanced Index is 50% Standard & Poor's
(S&P) 500 Total Return Index and 50% Lehman Brothers Aggregate Bond Index. The 
S&P 500 Total Return Index is an unmanaged capitalization-weighted measure of
500 widely held common stocks listed on the New York Stock Exchange, American  
Stock Exchange, and Over-the-Counter market. The Lehman Brothers
Aggregate Bond Index is a market value weighted measure of approximately
5,570 corporate, government, and mortgage backed securities.  The Index is
comprised of investment grade securities with maturities greater than one year.
Both Indices' returns assume reinvestment of  income and, unlike Fund
returns, do not reflect any fees or expenses.

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

     [GRAPHIC]
     LINE CHART

     Data for Line Chart to follow:

<TABLE>

<CAPTION>



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

10/12/93  $                 10,000  $                 10,000  $  10,000
12/31/93                     9,982                     9,956     10,056
06/30/94                     9,662                     9,695      9,693
12/31/94                    10,333                     9,764      9,978
06/30/95                    12,621                    10,701     11,550
12/31/95                    13,707                    11,261     12,743
04/30/96                    14,016                    11,127     13,035
10/31/96                    15,078                    11,639     13,978
</TABLE>



                                        3

     <PAGE>



<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                                  VALUE
                                                         SHARES  (NOTE 2)
<S>                                                      <C>     <C>

COMMON STOCK - 49.61%

AIR TRANSPORTATION - 2.33%
     Federal Express Corp.*                               9,550  768,775 

APPAREL - 3.02%
     VF Corp.                                            15,200  993,700 

CHEMICALS & ALLIED PRODUCTS - 1.21%

     BIOLOGICAL PRODUCTS - 0.24%
     Alliance Pharmaceutical Corp.*                       5,575   78,050 

     HOUSEHOLD PRODUCTS - 0.64%
     Procter & Gamble Co.                                 2,125  210,375 

     INDUSTRIAL ORGANIC CHEMICALS - 0.33%
     International Specialty Products, Inc.*              7,025   76,397 
     Varitronix International Ltd. (Note 7)              18,000   32,824 
                                                                 109,221 
                                                                 397,646 

COMMUNICATIONS - 2.69%
     Stet Societa' Finanziaria Telefonica S.p.A. - ADR   11,475  397,322 
     Telefonica de Espana - ADR                           8,125  489,531 
                                                                 886,853 

COMPUTER EQUIPMENT - 0.27%
     Cisco Systems, Inc.*                                   800   49,500 
     Digital Equipment Corp.*                             1,275   37,612 
                                                                  87,112 

CRUDE PETROLEUM & NATURAL GAS - 1.35%
     YPF Sociedad Anonima - ADR                          19,500  443,625 

ELECTROMEDICAL APPARATUS - 1.79%
     Nellcor Puritan Bennett, Inc.*                      30,225  589,388 

ELECTRONICS & ELECTRICAL EQUIPMENT - 6.98%

     HOUSEHOLD APPLIANCES - 1.09%
     Sunbeam Corporation, Inc.                           14,600  359,525 
</TABLE>


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

                                      4
     <PAGE>
<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                          VALUE
                                                SHARES   (NOTE 2)
<S>                                             <C>     <C>

ELECTRONICS & ELECTRICAL EQUIPMENT (CONTINUED)

     SEMICONDUCTOR - 4.21%
     Altera Corp.*                               1,150     71,300 
     Intel Corp.                                 7,375    810,328 
     Texas Instruments, Inc.                    10,550    507,719 
                                                        1,389,347 
     TELECOMMUNICATIONS EQUIPMENT - 1.68%
     ADC Telecommunications, Inc.*                 700     47,863 
     BroadBand Technologies, Inc.*               3,625     64,797 
     DSC Communications Corp.*                   1,400     19,425 
     ECI Telecommunications, Ltd.                2,375     47,500 
     General Instrument Corp.*                  17,675    355,709 
     Northern Telecom Ltd.                         250     16,281 
                                                          551,575 
                                                        2,300,447 

ENGINEERING SERVICES - 0.47%
     Jacobs Engineering Group, Inc.*             7,025    155,428 

FABRICATED METAL PRODUCTS - 0.24%
     Keystone International, Inc.                2,175     39,150 
     Material Sciences Corp.*                    2,650     40,413 
                                                           79,563 

FOOD & BEVERAGES - 0.05%
     Canandaigua Wine Co., Inc. - Class A*         750     16,875 

GLASS PRODUCTS - 0.09%
     Libbey, Inc.                                1,225     29,400 

HEALTH SERVICES - 2.96%
     MedPartners, Inc.*                         43,771    924,662 
     RehabCare Group, Inc.*                      2,400     42,900 
     U.S. Physical Therapy, Inc.*                  650      6,012 
                                                          973,574 

HOLDING COMPANIES - 0.03%
     Ek Chor China Motorcycle Co. Ltd.           1,325      7,784 

INFORMATION RETRIEVAL SERVICES 0.04%
     America OnLine, Inc.*                         475     12,884 
</TABLE>


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

<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                         VALUE
                                              SHARES   (NOTE 2)
<S>                                           <C>     <C>


PAPER MILLS - 2.03%
     Kimberly-Clark Corp.                      7,500  $  699,375 

PLASTIC PRODUCTS - 0.05%
     Sun Coast Industries, Inc.*               3,950      15,306 


PRIMARY METAL INDUSTRIES - 0.26%
     American Superconductor Corp.*            3,075      38,053 
     Gibraltar Steel Corp.*                    1,925      46,681 
                                                          84,734 

PRINTING & PUBLISHING - 0.07%
     Playboy Enterprises, Inc. - Class A*        825       9,900 
     Playboy Enterprises, Inc. - Class B*        900      10,800 
                                                          20,700 

RESTAURANTS - 3.49%
     McDonald's Corp.                         25,050   1,111,594 
     Morton's Restaurant Group, Inc.*          2,525      38,822 
                                                       1,150,416 

RETAIL - 9.98%

     RETAIL - HOME FURNISHING STORES - 0.14%
     Pier 1 Imports, Inc.                      3,311      46,354 

     RETAIL - SHOE STORES - 1.00%
     Brown Group, Inc.                        15,900     327,938 

     RETAIL - SPECIALTY STORES - 8.60%
     Fabri-Centers of America - Class A*      16,375     212,875 
     Fabri-Centers of America - Class B*      13,925     181,025 
     Fingerhut Companies, Inc.                31,600     470,050 
     Hancock Fabrics, Inc.                    20,175     171,487 
     Home Depot, Inc.                         13,500     739,125 
     Office Depot, Inc.*                      13,900     272,788 
     Tandy Corp.                              21,000     790,125 
                                                       2,837,475 

     RETAIL - VARIETY STORES - 0.11%
     Family Dollar Stores, Inc.                2,000      34,000 
</TABLE>


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

<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                                     SHARES/          VALUE
                                                PRINCIPAL AMOUNT     (NOTE 2)
<S>                                             <C>                <C>

Retail (continued)

     RETAIL - WHOLESALE - 0.13%
     Coleman Company, Inc.*                                 3,200  $    42,400 
                                                                     3,288,167 

SOFTWARE - 4.85%
     Electronic Arts, Inc.*                                 2,600       97,500 
     Founder Hong Kong Ltd.* (Note 7)                      50,000       19,400 
     Informix Corp.*                                       13,500      299,531 
     Microsoft Corp.*                                         375       51,469 
     Oracle Corp.*                                         25,275    1,069,448 
     Parametric Technology Corp.*                             625       30,547 
     Symantec Corp.*                                        3,050       33,169 
                                                                     1,601,064 

TECHNICAL INSTRUMENTS & SUPPLIES - 4.16%

     PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 4.10%
     Eastman Kodak Co.                                     16,950    1,351,763 

     SURGICAL & MEDICAL INSTRUMENTS - 0.06%
     Allied Healthcare Products, Inc.*                      2,750       18,562 
                                                                     1,370,325 

UTILITIES - ELECTRIC - 1.20%
     Enersis S.A. - ADR                                    13,500      396,563 

TOTAL COMMON STOCK
     (Identified Cost $14,298,086)                                  16,369,704 

U.S. TREASURY SECURITIES - 38.27%

     U.S. TREASURY BONDS - 30.60%
     U.S. Treasury Bond, 7.25%,  8/15/2022      $       2,585,000    2,735,253 
     U.S. Treasury Bond, 7.50%,  11/15/2024             3,100,000    3,401,280 
     U.S. Treasury Bond, 6.875%,  8/15/2025             3,875,000    3,960,975 

     TOTAL U.S. TREASURY BONDS
     (Identified Cost $9,721,951)                                   10,097,508 
</TABLE>



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

<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                     PRINCIPAL        VALUE
                                                   AMOUNT/SHARES     (NOTE 2)
<S>                                                <C>             <C>


     U.S. TREASURY NOTES - 7.67%
     U.S. Treasury Note, 4.75%, 10/31/1998         $       45,000  $    44,114 
     U.S. Treasury Note, 5.125%, 11/30/1998               415,000      409,780 
     U.S. Treasury Note, 7.75%, 12/31/1999                 20,000       21,012 
     U.S. Treasury Note, 6.25%,  5/31/2000              2,045,000    2,058,419 

     TOTAL U.S. TREASURY NOTES
     (Identified Cost $2,519,517)                                    2,533,325 

TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $12,241,468)                                  12,630,833 

SHORT-TERM INVESTMENTS - 10.73%
     U.S. Treasury Bill, 11/29/1996                     2,500,000    2,490,570 
     Dreyfus U.S. Treasury Money Market Reserves        1,048,699    1,048,699 

TOTAL SHORT-TERM INVESTMENTS
     (Identified Cost $3,539,269)                                    3,539,269 

TOTAL INVESTMENTS - 98.61%
     (Identified Cost $30,078,823)                                  32,539,806 

OTHER ASSETS, LESS LIABILITIES - 1.39%                                 458,892 

NET ASSETS - 100%                                                  $32,998,698 

</TABLE>



     *Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $30,093,619 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments in
which there was an excess of value over tax cost                                   $2,957,835 

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost over value                                     (511,648)

UNREALIZED APPRECIATION - NET                                                      $2,446,187 


</TABLE>



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

     Statement of Assets and Liabilities

<TABLE>

<CAPTION>





OCTOBER 31, 1996

ASSETS:
<S>                                                          <C>

Investments, at value (Identified Cost $30,078,823)(Note 2)  $32,539,806
Cash                                                             251,260
Interest receivable                                              266,853
Dividends receivable                                               2,589

TOTAL ASSETS                                                  33,060,508


LIABILITIES:

Accrued management fees (Note 3)                                  39,303
Accrued Directors' fees (Note 3)                                   1,649
Transfer agent fees payable (Note 3)                                 651
Audit fee payable                                                 10,750
Payable for securities purchased                                   3,705
Other payables and accrued expenses                                5,752

TOTAL LIABILITIES                                                 61,810

NET ASSETS FOR 2,529,773 SHARES OUTSTANDING                  $32,998,698


NET ASSETS CONSIST OF:

Capital stock                                                $    25,298
Additional paid-in-capital                                    28,987,158
Undistributed net investment income                              475,782
Accumulated net realized gain on investments                   1,049,477
Net unrealized appreciation on investments                     2,460,983

TOTAL NET ASSETS                                             $32,998,698

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($32,998,698/2,529,773 shares)                               $     13.04

</TABLE>



     The accompanying notes are an integral part of the financial statements.
                                      9
     <PAGE>

     Statement of Operations

<TABLE>

<CAPTION>






                                                           For the Ten Months     For the Year
                                                             Ended 10/31/96      Ended 12/31/95
INVESTMENT INCOME:
<S>                                                       <C>                   <C>

Interest                                                  $           711,893   $       376,523 
Dividends                                                             126,421           115,733 

Total Investment Income                                               838,314           492,256 


EXPENSES:

Management fees (Note 3)                                              225,830           131,695 
Directors' fees (Note 3)                                                5,071             7,297 
Transfer agent fees (Note 3)                                            5,420             3,161 
Audit fee                                                              12,450            14,725 
Registration & filing fees                                              9,026             7,461 
Custodian fee                                                           9,000             9,600 
Miscellaneous                                                           8,152             1,763 

Total Expenses                                                        274,949           175,702 

Less Waiver of Expenses (Note 3)                                       (3,528)          (17,669)

Net Expenses                                                          271,421           158,033 

NET INVESTMENT INCOME                                                 566,893           334,223 


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments (identified cost basis)            1,053,546         1,934,431 
Net change in unrealized appreciation on investments                1,209,793         1,107,105 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                     2,263,339         3,041,536 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $         2,830,232   $     3,375,759 

</TABLE>


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

     Statement of Changes in Net Assets

<TABLE>

<CAPTION>







                                                              For the         For the       For the
                                                             Ten Months      Year Ended    Year Ended
                                                           Ended 10/31/96     12/31/95      12/31/94
<S>                                                       <C>               <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                     $       566,893   $   334,223   $    79,300 
Net realized gain on investments                                1,053,546     1,934,431        82,328 
Net change in unrealized appreciation on investments            1,209,793     1,107,105       144,417 

Net increase in net assets from operations                      2,830,232     3,375,759       306,045 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                        (92,412)     (330,774)      (78,792)
From net realized gain on investments                            (138,618)   (1,817,057)      (64,338)

Total distributions to shareholders                              (231,030)   (2,147,831)     (143,130)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                        9,880,561    12,077,417     6,575,676 


Net increase in net assets                                     12,479,763    13,305,345     6,738,591 


NET ASSETS:

Beginning of period                                            20,518,935     7,213,590       474,999 

End of period (including undistributed net investment
   income of $475,782, $1,301, and $1,098  respectively)  $    32,998,698   $20,518,935   $ 7,213,590 

</TABLE>


     The accompanying notes are an integral part of the financial statements.
                                      11
     <PAGE>

     Financial Highlights
<TABLE>

<CAPTION>






                                                            For the         
                                                              Ten       For the
                                                             Months       Year
                                                             Ended       Ended
                                                            10/31/96    12/31/95
<S>                                                        <C>         <C>

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

NET ASSET VALUE - BEGINNING OF PERIOD                     $   11.95   $   10.12 

Income from investment operations:
   Net investment income                                      0.227       0.238 
   Net realized and unrealized gain (loss)
      on investments                                          0.963       3.052 

Total from investment operations                              1.190       3.290 

Less distributions to shareholders:
   From net investment income                                (0.040)     (0.237)
   From net realized gain on investments                     (0.060)     (1.223)

Total distributions to shareholders                          (0.100)     (1.460)

NET ASSET VALUE - END OF PERIOD                           $   13.04   $   11.95 

Total return1                                                 10.01%      32.64%

Ratios (to average net assets) / Supplemental Data:
    Expenses                                               1.20%2**     1.20%** 
    Net investment income                                  2.51%2**     2.53%** 

Portfolio turnover                                               57%         63%

Average commission rate paid                              $  0.0524   $  0.0635 

NET ASSETS - END OF PERIOD (000'S OMITTED)                $  32,999   $  20,519 

* The investment advisor did not impose its management fee and paid a portion of the Fund's
expenses.  If these expenses had been incurred by the Fund for the period ended December 31,
1993, expenses would have been limited to that allowed by state securities law.

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

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

Net investment income                                     $   0.225   $   0.226 
Ratios (to average net assets):
   Expenses                                                  1.22%2        1.33%
   Net investment income                                     2.49%2        2.40%

1  Represents aggregate total return for the period indicated
2  Annualized





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

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

NET ASSET VALUE - BEGINNING OF PERIOD                     $    9.98   $            10.00 

Income from investment operations:
   Net investment income                                      0.108                0.014 
   Net realized and unrealized gain (loss)
      on investments                                          0.243               (0.032)

Total from investment operations                              0.351               (0.018)

Less distributions to shareholders:
   From net investment income                                (0.119)              (0.002)
   From net realized gain on investments                     (0.092)                   - 

Total distributions to shareholders                          (0.211)              (0.002)

NET ASSET VALUE - END OF PERIOD                           $   10.12   $             9.98 

Total return1                                                  3.52%              (0.18%)

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

Portfolio turnover                                               19%                   0%

Average commission rate paid                                      -                    - 

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

* The investment advisor did not impose its management fee and paid a portion of the Fund's
expenses.  If these expenses had been incurred by the Fund for the period ended December 31,
1993, expenses would have been limited to that allowed by state securities law.

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

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

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

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


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

     Notes to Financial Statements

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

         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
October  31,  1996,  940 million shares have been designated in total among 19
series,  of  which  50 million have been designated as Blended Asset Series II
Class L Common Stock.

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

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

         Securities for which representative prices are not available from the
Fund's pricing service are valued at fair value as determined in good faith by
the  Advisor under procedures established by and under the general supervision
and responsibility of 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

                                      13
     <PAGE>
     Notes to Financial Statements

     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     FEDERAL INCOME TAXES (CONTINUED)
      income tax or excise tax has been made in the financial statements.

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

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

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

         The Fund hereby designated $94,722 as capital gains dividends for the
period ended October 31, 1996.

     OTHER

          The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect  the  reorted  amounts of assets and liabilities and
disclosure  of  contingent assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and expenses during the
reporting period.  Actual results could differ from those estimates.


     FOREIGN CURRENCY TRANSLATION
          The  accounting records of the Fund are maintained in U.S. dollars. 
Foreign  currency  amounts  are  translated into U.S. dollars on the following
basis: a) investment securities, other assets and liabilities are converted to
U.S.  dollars based upon current exchange rates; and b) purchases and sales of
securities  and income and expenses are converted into U.S. dollars based upon
the  currency  exchange  rates  prevailing  on  the  respective  dates of such
transactions.
                                      14
     <PAGE>
     Notes to Financial Statements

     2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
     FOREIGN CURRENCY TRANSLATION (CONTINUED)

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

     3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and  payable monthly, at an annual rate of 1.0% of the Fund's
average  daily  net  assets.   The fee amounted to $225,830 for the ten months
ended October 31, 1996 and $131,695 for the year ended December 31, 1995.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay  other  expenses  of  the Fund in order to maintain total expenses for the
Fund  at  no  more  than  1.20%  of  average  daily  net  assets  each  year. 
Accordingly,  the  Advisor  waived  fees  of  $3,528  for the ten months ended
October  31,  1996 and $17,669 for the year ended December 31, 1995, which are
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 $5,420 for the ten months ended October
31, 1996 and $3,161 for the year ended December 31, 1995.

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

       The compensation of the non-affiliated Directors totaled $5,071 for the
ten  months  ended October 31, 1996 and $7,297 for the year ended December 31,
1995.

                                      15
     <PAGE>

     Notes to Financial Statements

     4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$22,106,807  and  $14,391,013,  respectively, for the ten months ended October
31, 1996.

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

<CAPTION>



              For the Ten                 For the Year                 For the Year
             Months Ended                     Ended                        Ended
               10/31/96                     12/31/95                     12/31/94
<S>          <C>            <C>           <C>            <C>           <C>            <C>

             Shares         Amount        Shares         Amount        Shares         Amount
             -------------  ------------  -------------  ------------  -------------  ----------
Sold            1,030,732   $12,602,396        891,550   $10,731,657        661,133   $6,534,790
Reinvested         18,786       230,877        180,298     2,145,684         14,156      143,210
Repurchased      (237,451)   (2,952,712)       (66,963)     (799,924)       (10,085)    (102,324)
Total             812,067   $ 9,880,561      1,004,885   $12,077,417        665,204   $6,575,676
</TABLE>



     6.     FINANCIAL INSTRUMENTS
       The Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course  of  its  investing  activities  to assist in managing
exposure to various market risks.  These financial instruments include written
options,  forward  foreign  currency exchange contracts, and futures contracts
and  may  involve,  to  a  varying  degree,  elements of risk in excess of the
amounts recognized for financial statement purposes.  No such investments were
held by the Fund on October 31, 1996.

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

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

                                      16
     <PAGE>

     Independent Auditors' Report

     TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
     AND SHAREHOLDERS OF BLENDED ASSET SERIES II:
     
         We have audited the accompanying statement of assets and liabilities,
including  the  investment  portfolio,  of Blended Asset Series II (one of the
series  constituting  Manning & Napier Fund, Inc.) as of October 31, 1996, the
related  statement  of  operations  for the ten months then ended and the year
ended  December  31,  1995, the statement of changes in net assets for the ten
months ended October 31, 1996 and the years ended December 31, 1995 and 1994, 
and  the  financial  highlights  for  each  of  the  periods  indicated in the
financial  highlights  table  herein. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

                 We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of  material  misstatement.  An  audit  includes  examining,  on a test basis,
evidence  supporting  the amounts and disclosures in the financial statements.
Our  procedures included confirmation of investments owned at October 31, 1996
by  correspondence  with  the  custodian and brokers. An audit also includes 
assessing the accounting  principles  used  and significant estimates made by 
management, as well  as  evaluating  the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our 
opinion.

            In our opinion, such financial statements and financial highlights
present  fairly,  in  all material respects, the financial position of Blended
Asset  Series  II  at  October  31,  1996,  the results of its operations, the
changes  in  its  net  assets and  its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996

                                      17
     <PAGE>
     <PAGE>
     <PAGE>


                         Manning & Napier Fund, Inc.

                           Flexible Yield Series I

                                Annual Report
                               October 31, 1996
          <PAGE>

     Management Discussion and Analysis

          Dear Shareholders:

          During 1996, we have experienced what Manning & Napier feels to be a
temporary  setback  in  the  bond  market.    Short-term  factors,  including
speculation  in  the  bond  market, inflation fears, and political uncertainty
have  led  to a difficult year in the bond market.  Especially when contrasted
with  the  extraordinary  returns  earned by bonds and bond funds in 1995, the
luster  appears  to  have  worn off the bond market.  Our experience, however,
teaches  us  that  short-term situations such as this provide opportunities to
position the portfolio to benefit from the long-term trends which are the most
important determinants of returns in the bond market.

     At the end of 1995, the bond market looked about as good as it could get.
  Economic growth was slowing, some were even calling for a recession later in
1996, and inflation worries were non_existent.  These factors pushed long_term
interest rates down through the 6% level, and they finished 1995 at 5.95%.

     The tide began to turn rather quickly right at the start of 1996.  One of
the  reasons why the market rallied so strongly during the second half of 1995
can  be  traced  to  speculative  investments  in  U.S.  Treasury securities. 
Speculators  were  borrowing  Japanese  yen  at  extraordinarily  low Japanese
short_term  interest  rates  (0.3%  to  0.5%),  converting  the  yen into U.S.
dollars,  and  investing the proceeds in U.S. Treasury securities.  As long as
Japanese short rates were expected to stay low or the yen was expected to slip
versus the U.S. dollar, this trade worked quite well.  Unfortunately, once the
tide  began  to  turn  (i.e. people thought Japanese short-term interest rates
might rise), the selling it created snowballed due to the leverage inherent in
the  trade.    That  happened  during  the  early  part  of 1996, and short to
intermediate interest rates rose rather quickly.

     As spring started to roll in, the bond market was shocked by the February
employment report issued by the Bureau of Labor Statistics.  The number of new
jobs  created  during  the month of February was an eye_popping 705,000 at the
time  of  the  first release.  Subsequent releases revised the number modestly
lower, but those same releases reported job gains that were much stronger than
what had been the case in 1995.  The probability of a recession became remote,
and  fears  of  inflation  began  to  surface  once  again.    Strong consumer
expenditures  during  the  first  half  of 1996, solid capital spending, and a
surprisingly  resilient  housing  sector simply added to the markets concerns,
driving  long_term  interest  rates  close  to  7.25%.    As the summer ended,
concerns  seem to be somewhat assuaged, but rates remained stubbornly close to
7%.

      It is important to note, however, that throughout all of this, inflation
itself  remained  very  much in check.  The most common measures, the Producer
Price  Index  (PPI)  and  the  Consumer Price Index (CPI), both remained at or
below  3.0%  on a year-over-year basis throughout 1996.  An even more accurate
measure  of  inflation, the GDP deflator, remained closer to 2.0%.  That means
real interest rates (nominal rates less the rate of inflation) exceeded 4%_5%,
depending upon which measure of inflation was used.

       In the near_term, no one likes to see rising interest rates, but if one
expects  inflation  to  remain  under  control  over  the  longer_term, rising
interest  rates  can  create compelling fixed income buying opportunities.  In
the  fixed  income  markets,  1996 has been a stern test, but in the long run,
only  those  who  acted  during  these  difficult  times will be positioned to
benefit from the long-term trends of moderate growth and low inflation.

     1
     <PAGE>

     Management Discussion and Analysis (continued)

          As everyone is quite aware, 1996 is an election year, and the market
reacted  to  the  uncertainty of the countrys political future.  The political
posturing started at the end of last year when the Republican Congress and the
Democratic  White  House shut down the government and threatened to default on
U.S.  Treasury  securities.  It veered off to the right with the rise and fall
of  Steve  Forbes  and  his  call  for  a  flat income tax.  It focused on the
Republican  primaries  in the spring with Bob Dole being the ultimate winner. 
And  it  has  continued  throughout  the  election  season  as  the incumbent,
President Clinton, maintained a double digit lead in the polls.

     In the short_term, elections do introduce volatility in the marketplace. 
This  year  saw  a  marked  acceleration  in  the  growth  rate  of government
expenditures,  which comprise about 20% of this country's GDP.  This was a big
contributor  to  the  acceleration in overall economic growth during the first
half  of  1996,  and  that  acceleration contributed to this years increase in
interest rates.

         Elections also introduce uncertainty.  Who will win the election? Who
will  control  the  House?  The Senate? What issues will galvanize the public?
Financial  markets,  as  a general rule, do not like uncertainty and this year
was  no  exception.    Given  the sizable lead the President held in the polls
throughout  the  campaign,  the  biggest uncertainty seemed to relate to which
party would control the Congress.  Historically, the financial markets seem to
prefer  split  control -- one party in control of one branch of the government
and the other in control of another.

          In  the  long run, however, the election results may not be of major
importance.  With the growth of the global financial markets and the influence
they  wield  on  a  country's interest and exchange rates, who is in the White
House  or  who  controls  Congress  becomes  less  significant.  The financial
markets  are  in  effect pulling all parties to the right, specifically toward
fiscally  sound  policies.    Witness what has occurred with a Democrat in the
White House over the last four years.  The budget deficit has shrunk from $300
billion  to  just  over  $100  billion, the debate has shifted away from where
government  moneys  should  be spent to what spending cuts should be made, and
the  two  parties debated whether the budget should be balanced in seven years
or  in  ten.    Beyond  that,  we  had  a  presidential  campaign in which the
Republican  challenger  was calling for a tax cut and the Democratic incumbent
attacked it for being budgetarily imprudent.  The new reality is that the only
poll  that  really  seems  to  matter  is  the  one  being taken in the global
financial markets; sound policies are rewarded, unsound policies are not.

       All the factors that have influenced the bond market over the past year
have  the effect of diverting attention from the larger trends, but the larger
trends  are  of the most importance in determining investment success over the
long-  term.    At Manning & Napier, we view the big picture items as the most
important.    The  growth  in  international trade, the subsequent increase in
international  competition,  the  need  for  policy  makers,  producers,  and
consumers to adjust to this new economic reality, and the impact their actions
have  had  on  the  economy, inflation, and interest rates are what drives our
fixed  income  process.    These  are  long_term, secular influences that have
brought  down  interest  rates,  have  capped inflation expectations, and have
allowed  longer_term,  non_callable  securities  to  provide strong investment
returns.

          As  in  previous  years,  we have positioned the Series portfolio in
accordance with our overview.  Within the framework of the maturity guidelines
set  down  for  the Series, Manning & Napier weighted the portfolio toward the
longer  end  of  the  maturity  spectrum.   During the first half of 1996 when
interest rates were rising, that

                                      2
     <PAGE>

     Management Discussion and Analysis (continued)

         weighting was amplified.  An emphasis was also placed on non_callable
securities.   Corporate bonds were unaffected by the overview.  The sector was
avoided,  however,  because the credit spreads associated with corporate bonds
were so narrow relative to U.S. Treasury securities that Manning & Napier felt
that investors were not being paid for the credit risk inherent in investments
in corporate bonds.

     While 1996 has been a difficult year for the bond market, it is important
to  realize that the causes of the difficulty were essentially shorter_term in
nature.    Speculative  excesses,  a  cyclical growth scare and the associated
inflation  worries,    and  the  uncertainty  associated  with an election all
combined to push interest rates higher.  It is also worthwhile noting that the
shorter_term  problems  that  plagued  1996  are  needed to create the quality
longer_term  investment  opportunities  that  will  benefit  the  Series going
forward.    In  addition,  the  uncertainties that the election introduced are
becoming  even  more short-lived given the growing importance of the financial
markets.   Beyond all of this, Manning & Napier believes that the adherence to
a  long_term  investment overview and investment process is what separates the
good funds from the bad ones.

     We wish you and yours all the best during this holiday season.

     Sincerely,

     MANNING & NAPIER ADVISORS, INC.



     [GRAPHIC]
     [PIE CHART]

     Effective Maturity - As of 10/31/96

     1 - 2 Years - 13%
     2 - 3 Years - 21%
     3 - 4 Years - 39%
     More than 4 Years - 27%

                              3

     <PAGE>

     Performance Update as of October 31, 1996

        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible  Yield Series I from its inception (2/15/94) to present (10/31/96) as
compared to the Merrill Lynch U.S. Treasury Short-Term Index. 1

<TABLE>

<CAPTION>




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

                                                                    Total Return
                                                        Growth of
Through                                                  $10,000                   Average
10/31/96                                               Investment    Cumulative     Annual
<S>                                                    <C>          <C>            <C>

One Year                                               $    10,504          5.04%     5.04%
Inception 2                                            $    11,337         13.37%     4.74%
</TABLE>




<TABLE>

<CAPTION>



Merrill Lynch U.S. Treasury Short-Term Index

                                                           Total Return
                                               Growth of
Through                                         $10,000                   Average
10/31/96                                      Investment    Cumulative     Annual
<S>                                           <C>          <C>            <C>

One Year                                      $    10,591          5.91%     5.91%
Inception 2                                   $    11,598         15.98%     5.62%
</TABLE>




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

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

     [GRAPHIC]
     LINE CHART

     Data for Line Chart to follow:


<TABLE>

<CAPTION>





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

02/15/94  $                 10,000  $                     10,000
06/30/94                     9,860                         9,931
12/31/94                     9,924                        10,030
06/30/95                    10,573                        10,699
12/31/95                    10,995                        11,133
04/30/96                    10,931                        11,179
10/31/96                    11,337                        11,598
</TABLE>




                              4


     <PAGE>


     Investment Portfolio - October 31, 1996

<TABLE>

<CAPTION>



                                                PRINCIPAL       VALUE
                                              AMOUNT/SHARES   (NOTE 2)
<S>                                           <C>             <C>

U.S. TREASURY NOTES - 95.18%

U.S. Treasury Note, 4.75%, 2/15/1997          $       14,000  $ 13,970 
U.S. Treasury Note, 6.50%, 4/30/1997                  45,000    45,244 
U.S. Treasury Note, 5.125%, 2/28/1998                 40,000    39,730 
U.S. Treasury Note, 6.125%, 5/15/1998                 60,000    60,387 
U.S. Treasury Note, 6.50%, 4/30/1999                  95,000    96,432 
U.S. Treasury Note, 6.75%, 4/30/2000                  85,000    86,939 
U.S. Treasury Note, 6.375%, 3/31/2001                125,000   126,445 


TOTAL U.S. TREASURY NOTES
(Identified Cost $465,566 )                                    469,147 


SHORT-TERM INVESTMENTS - 4.57%
Dreyfus U.S. Treasury Money Market Reserves
(Identified Cost $22,514 )                            22,514    22,514 


TOTAL INVESTMENTS - 99.75%
(Identified Cost $488,080 )                                    491,661 

OTHER ASSETS, LESS LIABILITIES - 0.25%                           1,236 

NET ASSETS - 100%                                             $492,897 
</TABLE>



<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $488,374 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                                         $3,287

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

UNREALIZED APPRECIATION - NET                                                      $3,287

</TABLE>


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

                                      5
     <PAGE>

<TABLE>

<CAPTION>



Statement of Assets and Liabilities

OCTOBER 31, 1996

ASSETS:
<S>                                                       <C>

Investments, at value (Identified Cost $488,080)(Note 2)  $491,661
Interest receivable                                          2,910
Receivable from investment advisor (Note 3)                 16,323

TOTAL ASSETS                                               510,894


LIABILITIES:

Accrued Directors' fees (Note 3)                             5,071
Audit fee payable                                            7,750
Other payables and accrued expenses                          5,176

TOTAL LIABILITIES                                           17,997

NET ASSETS FOR 47,974 SHARES OUTSTANDING                  $492,897


NET ASSETS CONSIST OF:

Capital stock                                             $    480
Additional paid-in-capital                                 481,108
Undistributed net investment income                          5,336
Accumulated net realized gain on investments                 2,392
Net unrealized appreciation on investments                   3,581

TOTAL NET ASSETS                                          $492,897

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($492,897 / 47,974 shares)                                $  10.27
</TABLE>


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

     6
     <PAGE>

     Statement of Operations

<TABLE>

<CAPTION>




                                                           For the Ten Months     For the Year
                                                             Ended 10/31/96      Ended 12/31/95
INVESTMENT INCOME:
<S>                                                       <C>                   <C>

Interest                                                  $            17,994   $        19,872 


EXPENSES:

Management fee (Note 3)                                                 1,057             1,221 
Directors' fees (Note 3)                                                5,071             6,791 
Transfer agent fees (Note 3)                                               72                84 
Audit fee                                                               8,114            10,400 
Custodian fee                                                             297               600 
Miscellaneous                                                           4,884               608 

Total Expenses                                                         19,495            19,704 

Less Waiver of Expenses (Note 3)                                      (17,380)          (17,244)

Net Expenses                                                            2,115             2,460 

NET INVESTMENT INCOME                                                  15,879            17,412 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)                2,919               321 
Net change in unrealized appreciation on investments                   (3,729)           12,825 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                        (810)           13,146 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $            15,069   $        30,558 

</TABLE>


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

                                      7
     <PAGE>

     Statement of Changes in Net Assets

<TABLE>

<CAPTION>




                                                                                       For the Period
                                                                                          2/15/94
                                                         For the Ten      For the      (commencement
                                                         Months Ended    Year Ended    of operations)
                                                           10/31/96       12/31/95      to 12/31/94
                                                        --------------  ------------  ----------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                     <C>             <C>           <C>

Net investment income                                   $      15,879   $    17,412   $         5,603 
Net realized gain (loss) on investments                         2,919           321              (848)
Net change in unrealized appreciation (depreciation)
     on investments                                            (3,729)       12,825            (5,515)

Net increase (decrease) in net assets from operations          15,069        30,558              (760)


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                    (10,555)      (17,292)           (5,444)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      231,929        12,347           237,045 


Net increase in net assets                                    236,443        25,613           230,841 


NET ASSETS:

Beginning of period                                           256,454       230,841                 - 

End of period (including undistributed net investment
   income of $5,336, $12, and $159 respectively)        $     492,897   $   256,454   $       230,841 

</TABLE>


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

                                      8
     <PAGE>

     Financial Highlights

<TABLE>

<CAPTION>

                                                                              For the
                                                              For the Ten       Year
                                                              Months Ended     Ended
                                                                10/31/96      12/31/95

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

NET ASSET VALUE - BEGINNING  OF PERIOD                      $       10.26   $    9.69 

Income from investment operations:
   Net investment income                                            0.411       0.464 
   Net realized and unrealized gain (loss)
      on investments                                               (0.101)      0.566 

Total from investment operations                                    0.310       1.030 

Less distributions to shareholders:
   From net investment income                                      (0.300)     (0.460)

NET ASSET VALUE - END OF PERIOD                             $       10.27   $   10.26 

Total return 1                                                       3.11%      10.79%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                      0.70%2        0.70%
    Net investment income*                                         5.25%2        4.99%

Portfolio turnover                                                     36%         60%

NET ASSETS - END OF PERIOD (000'S OMITTED)                  $         493   $     256 

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

Net investment income                                       $       0.270   $   0.297 

Ratios (to average net assets):
    Expenses                                                       2.50%2        2.50%
    Net investment income                                          3.45%2        3.19%

1 Represents aggregate total return for the period indicated
2 Annualized



                                                                 For the
                                                                 Period
                                                                 2/15/94
                                                              (commencement
                                                             of operations)
                                                               to 12/31/94

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

NET ASSET VALUE - BEGINNING  OF PERIOD                      $        10.00 

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

Total from investment operations                                    (0.076)

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

NET ASSET VALUE - END OF PERIOD                             $         9.69 

Total return 1                                                      (0.76)%

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

Portfolio turnover                                                      38%

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

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

Net investment income                                       $        0.143 

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

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



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

                                      9
     <PAGE>

     Notes to Financial Statements


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

         The total authorized capital stock of the Corporation consists of one
billion  shares  of  common  stock  each  having  a par value of $0.01.  As of
October  31,  1996,  940 million shares have been designated in total among 19
series,  of  which  50 million have been designated as Flexible Yield Series I
Class M Common Stock.

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

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

         Securities for which representative prices are not available from the
Fund's pricing service are valued at fair value as determined in good faith by
the  Advisor under procedures established by and under the general supervision
and responsibility of the  Fund's Board of Directors.

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

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

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


                                      10
     <PAGE>

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

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

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

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

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

          OTHER

          The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect  the  reported amounts of assets and liabilities and
disclosure  of  contingent assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and expenses during the
reporting period.  Actual results could differ from those estimates.

                                      11
     <PAGE>

     Notes to Financial Statements

     3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and payable monthly, at an annual rate of 0.35% of the Fund's
average daily net assets.  The fee amounted to $1,057 for the ten months ended
October 31, 1996 and $1,221 for the year ended December 31, 1995.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay  other  expenses  of  the Fund in order to maintain total expenses for the
Fund  at  no  more  than  0.70%  of  average  daily  net  assets  each  year. 
Accordingly,  the  Advisor  did  not  impose  any of its fee and paid expenses
amounting  to  $16,323  for the ten months ended October 31, 1996 and $16,023
for  the  year  ended December 31, 1995, which are 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 $72 for the ten months ended October 31,
1996 and $84 for the year ended December 31, 1995.

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

       The compensation of the non-affiliated Directors totaled $5,071 for the
ten  months  ended October 31, 1996 and $6,791 for the year ended December 31,
1995.


                                      12
     <PAGE>
     Notes to Financial Statements

     4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$330,613  and  $132,098,  respectively,  for  the ten months ended October 31,
1996.

     5.  CAPITAL STOCK TRANSACTIONS
<TABLE>

<CAPTION>



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

                                       For the Ten               For the Year        
                                      Months Ended                   Ended           
                                        10/31/96                   12/31/95          
                                      -------------              -------------       
                                         Shares        Amount       Shares        Amount
                                      -------------  ----------  -------------  ----------
<S>                                   <C>            <C>         <C>            <C>

Sold                                        46,304   $ 468,224         42,563   $ 433,846 
Reinvested                                   1,049      10,556          1,658      16,778 
Repurchased                                (24,368)   (246,851)       (43,058)   (438,277)
Total                                       22,985   $ 231,929          1,163   $  12,347 


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

                                For the Period 2/15/94
                             (commencement of operations)
                                     to 12/31/94
                               Shares              Amount
                             ------------------  ---------
<S>                          <C>                 <C>

Sold                                    31,143   $309,689 
Reinvested                                 562      5,444 
Repurchased                             (7,879)   (78,088)
Total                                   23,826   $237,045 
</TABLE>



The Advisor owned 4,042 shares on October 31, 1996, 3,924 on December 31, 1995
and 3,750 shares on December 31, 1994.

6.     FINANCIAL INSTRUMENTS
The Fund may trade in financial instruments with off-balance sheet risk in the
normal course of its investing activities to assist in managing exposure to
various market risks.  These financial instruments include written options and
futures contracts and may involve, to a varying degree, elements of risk in
excess of the amounts recognized for financial statement purposes.  No such
investments were held by the Fund on October 31, 1996.


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

                                      13
     <PAGE>

     Independent Auditors' Report

          TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
          AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES I:

         We have audited the accompanying statement of assets and liabilities,
including  the  investment  portfolio, of Flexible  Yield Series I (one of the
series  constituting  Manning & Napier Fund, Inc.) as of October 31, 1996, the
related  statement  of  operations  for the ten months then ended and the year
ended  December  31,  1995, the statement of changes in net assets for the ten
months ended October 31, 1996 and the years ended December 31, 1995 and 1994, 
and  the  financial  highlights  for  each  of  the  periods  indicated in the
financial  highlights  table  herein. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
present  fairly,  in all material respects, the financial position of Flexible
Yield Series I at October 31, 1996, the results of its operations, the changes
in  its  net  assets  and   its financial highlights for the respective stated
periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996


                                      14
     <PAGE>
     <PAGE>
     <PAGE>


                         Manning & Napier Fund, Inc.

                           Flexible Yield Series II

                                Annual Report
                               October 31, 1996
          <PAGE>

     Management Discussion and Analysis


     Dear Shareholders:

          During 1996, we have experienced what Manning & Napier feels to be a
temporary  setback  in  the  bond  market.    Short-term  factors,  including
speculation  in  the  bond  market, inflation fears, and political uncertainty
have  led  to a difficult year in the bond market.  Especially when contrasted
with  the  extraordinary  returns  earned by bonds and bond funds in 1995, the
luster  appears  to  have  worn off the bond market.  Our experience, however,
teaches  us  that  short-term situations such as this provide opportunities to
position the portfolio to benefit from the long-term trends which are the most
important determinants of returns in the bond market.

     At the end of 1995, the bond market looked about as good as it could get.
  Economic growth was slowing, some were even calling for a recession later in
1996, and inflation worries were non_existent.  These factors pushed long_term
interest rates down through the 6% level, and they finished 1995 at 5.95%.

     The tide began to turn rather quickly right at the start of 1996.  One of
the  reasons why the market rallied so strongly during the second half of 1995
can  be  traced  to  speculative  investments  in  U.S.  Treasury securities. 
Speculators  were  borrowing  Japanese  yen  at  extraordinarily  low Japanese
short_term  interest  rates  (0.3%  to  0.5%),  converting  the  yen into U.S.
dollars,  and  investing the proceeds in U.S. Treasury securities.  As long as
Japanese short rates were expected to stay low or the yen was expected to slip
versus the U.S. dollar, this trade worked quite well.  Unfortunately, once the
tide  began  to  turn  (i.e. people thought Japanese short-term interest rates
might rise), the selling it created snowballed due to the leverage inherent in
the  trade.    That  happened  during  the  early  part  of 1996, and short to
intermediate interest rates rose rather quickly.

     As spring started to roll in, the bond market was shocked by the February
employment report issued by the Bureau of Labor Statistics.  The number of new
jobs  created  during  the month of February was an eye_popping 705,000 at the
time  of  the  first release.  Subsequent releases revised the number modestly
lower, but those same releases reported job gains that were much stronger than
what had been the case in 1995.  The probability of a recession became remote,
and  fears  of  inflation  began  to  surface  once  again.    Strong consumer
expenditures  during  the  first  half  of 1996, solid capital spending, and a
surprisingly  resilient  housing  sector simply added to the markets concerns,
driving  long_term  interest  rates  close  to  7.25%.    As the summer ended,
concerns  seem to be somewhat assuaged, but rates remained stubbornly close to
7%.

      It is important to note, however, that throughout all of this, inflation
itself  remained  very  much in check.  The most common measures, the Producer
Price  Index  (PPI)  and  the  Consumer Price Index (CPI), both remained at or
below  3.0%  on a year-over-year basis throughout 1996.  An even more accurate
measure  of  inflation, the GDP deflator, remained closer to 2.0%.  That means
real interest rates (nominal rates less the rate of inflation) exceeded 4%_5%,
depending upon which measure of inflation was used.

       In the near_term, no one likes to see rising interest rates, but if one
expects  inflation  to  remain  under  control  over  the  longer_term, rising
interest  rates  can  create compelling fixed income buying opportunities.  In
the  fixed  income  markets,  1996 has been a stern test, but in the long run,
only  those  who  acted  during  these  difficult  times will be positioned to
benefit from the long-term trends of moderate growth and low inflation.

                                      1
     <PAGE>

     Management Discussion and Analysis (continued)

          As everyone is quite aware, 1996 is an election year, and the market
reacted  to  the  uncertainty of the countrys political future.  The political
posturing started at the end of last year when the Republican Congress and the
Democratic  White  House shut down the government and threatened to default on
U.S.  Treasury  securities.  It veered off to the right with the rise and fall
of  Steve  Forbes  and  his  call  for  a  flat income tax.  It focused on the
Republican  primaries  in the spring with Bob Dole being the ultimate winner. 
And  it  has  continued  throughout  the  election  season  as  the incumbent,
President Clinton, maintained a double digit lead in the polls.

     In the short_term, elections do introduce volatility in the marketplace. 
This  year  saw  a  marked  acceleration  in  the  growth  rate  of government
expenditures,  which comprise about 20% of this country's GDP.  This was a big
contributor  to  the  acceleration in overall economic growth during the first
half  of  1996,  and  that  acceleration contributed to this years increase in
interest rates.

         Elections also introduce uncertainty.  Who will win the election? Who
will  control  the  House?  The Senate? What issues will galvanize the public?
Financial  markets,  as  a general rule, do not like uncertainty and this year
was  no  exception.    Given  the sizable lead the President held in the polls
throughout  the  campaign,  the  biggest uncertainty seemed to relate to which
party would control the Congress.  Historically, the financial markets seem to
prefer  split  control -- one party in control of one branch of the government
and the other in control of another.

          In  the  long run, however, the election results may not be of major
importance.  With the growth of the global financial markets and the influence
they  wield  on  a  country's interest and exchange rates, who is in the White
House  or  who  controls  Congress  becomes  less  significant.  The financial
markets  are  in  effect pulling all parties to the right, specifically toward
fiscally  sound  policies.    Witness what has occurred with a Democrat in the
White House over the last four years.  The budget deficit has shrunk from $300
billion  to  just  over  $100  billion, the debate has shifted away from where
government  moneys  should  be spent to what spending cuts should be made, and
the  two  parties debated whether the budget should be balanced in seven years
or  in  ten.    Beyond  that,  we  had  a  presidential  campaign in which the
Republican  challenger  was calling for a tax cut and the Democratic incumbent
attacked it for being budgetarily imprudent.  The new reality is that the only
poll  that  really  seems  to  matter  is  the  one  being taken in the global
financial markets; sound policies are rewarded, unsound policies are not.

       All the factors that have influenced the bond market over the past year
have  the effect of diverting attention from the larger trends, but the larger
trends  are  of the most importance in determining investment success over the
long-  term.    At Manning & Napier, we view the big picture items as the most
important.    The  growth  in  international trade, the subsequent increase in
international  competition,  the  need  for  policy  makers,  producers,  and
consumers to adjust to this new economic reality, and the impact their actions
have  had  on  the  economy, inflation, and interest rates are what drives our
fixed  income  process.    These  are  long_term, secular influences that have
brought  down  interest  rates,  have  capped inflation expectations, and have
allowed  longer_term,  non_callable  securities  to  provide strong investment
returns.

          As  in  previous  years,  we have positioned the Series portfolio in
accordance with our overview.  Within the framework of the maturity guidelines
set  down  for  the Series, Manning & Napier weighted the portfolio toward the
longer  end  of  the  maturity  spectrum.   During the first half of 1996 when
interest rates were rising, that
                                      2
     <PAGE>

     Management Discussion and Analysis (continued)

         weighting was amplified.  An emphasis was also placed on non_callable
securities.    Given  that,  the  mortgage_backed  sector  of the fixed income
marketplace  was  underweighted.    Small positions were established, but they
totaled  less  than  10%  of  the  Series  portfolio.    Corporate  bonds were
unaffected  by  the  overview.    The sector was avoided, however, because the
credit spreads associated with corporate bonds were so narrow relative to U.S.
Treasury  securities  that Manning & Napier felt that investors were not being
paid for the credit risk inherent in investments in corporate bonds.

     While 1996 has been a difficult year for the bond market, it is important
to  realize that the causes of the difficulty were essentially shorter_term in
nature.    Speculative  excesses,  a  cyclical growth scare and the associated
inflation  worries,    and  the  uncertainty  associated  with an election all
combined to push interest rates higher.  It is also worthwhile noting that the
shorter_term  problems  that  plagued  1996  are  needed to create the quality
longer_term  investment  opportunities  that  will  benefit  the  Series going
forward.    In  addition,  the  uncertainties that the election introduced are
becoming  even  more short-lived given the growing importance of the financial
markets.   Beyond all of this, Manning & Napier believes that the adherence to
a  long_term  investment overview and investment process is what separates the
good funds from the bad ones.

     We wish you and yours all the best during this holiday season.

          MANNING & NAPIER ADVISORS, INC.

     [GRAPHIC]
     [PIE CHART]

     Effective Maturity - As of 10/31/96

     Less than 1 Year - 15%
     1 - 2 Years - 5%
     2 - 3 Years - 13%
     3 - 5 Years - 22%
     5 - 7 Years - 9%
     More than 7 Years - 36%

                              3

     <PAGE>

     Performance Update as of October 31, 1996

        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible Yield Series II from its inception (2/15/94) to present (10/31/96) as
compared to the Merrill Lynch Corporate/Government Intermediate Index. 1

<TABLE>

<CAPTION>




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

                                                                     Total Return
                                                         Growth of
Through                                                   $10,000                   Average
10/31/96                                                Investment    Cumulative     Annual
<S>                                                     <C>          <C>            <C>

One Year                                                $    10,427          4.27%     4.27%
Inception 2                                             $    11,336         13.36%     4.73%
</TABLE>



<TABLE>

<CAPTION>



Merrill Lynch Corporate/Government Intermediate Index

                                                                    Total Return
                                                        Growth of
Through                                                  $10,000                   Average
10/31/96                                               Investment    Cumulative     Annual
<S>                                                    <C>          <C>            <C>

One Year                                               $    10,574          5.74%     5.74%
Inception 2                                            $    11,672         16.72%     5.87%
</TABLE>



     1 The Merrill Lynch Corporate/Government Intermediate Index is a market
value weighted measure of approximately 3,360 corporate and government bonds.
The Index is comprised of investment grade bonds with maturities greater than 
one year but less than ten years.  The Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or expenses.

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

     [GRAPHIC]
     LINE CHART

     Data for Line Chart to follow:

<TABLE>

<CAPTION>




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

02/15/94                    10,000                              10,000
06/30/94                     9,510                               9,727
12/31/94                     9,531                               9,799
06/30/95                    10,576                              10,737
12/31/95                    11,182                              11,301
04/30/96                    10,889                              11,167
10/31/96                    11,336                              11,672
</TABLE>



                                                  4

     <PAGE>


<TABLE>

<CAPTION>




INVESTMENT PORTFOLIO - OCTOBER 31, 1996

                                              Shares/Principal     VALUE
                                                   Amount        (NOTE 2)
<S>                                           <C>                <C>

U.S. TREASURY NOTES - 96.2%

U.S. Treasury Note, 7.50%, 1/31/1997          $          10,000  $ 10,056 
U.S. Treasury Note, 4.75%, 2/15/1997                     10,000     9,978 
U.S. Treasury Note, 6.875%, 2/28/1997                    30,000    30,150 
U.S. Treasury Note, 6.00%, 8/31/1997                     20,000    20,075 
U.S. Treasury Note, 5.875%, 4/30/1998                    25,000    25,078 
U.S. Treasury Note, 5.125%, 11/30/1998                   20,000    19,748 
U.S. Treasury Note, 5.00%, 1/31/1999                     15,000    14,752 
U.S. Treasury Note, 6.50%, 4/30/1999                     25,000    25,377 
U.S. Treasury Note, 5.50%, 4/15/2000                     30,000    29,527 
U.S. Treasury Note, 6.75%, 4/30/2000                     25,000    25,570 
U.S. Treasury Note, 7.875%, 8/15/2001                    45,000    48,263 
U.S. Treasury Note, 6.25%, 2/15/2003                     40,000    40,137 
U.S. Treasury Note, 5.875%, 2/15/2004                    60,000    58,594 
U.S. Treasury Note, 7.25%, 5/15/2004                    100,000   105,625 

TOTAL U.S. TREASURY NOTES
(Identified Cost $446,830)                                        462,930 

SHORT-TERM INVESTMENTS - 3.0%
Dreyfus U.S. Treasury Money Market Reserves
(Identified Cost $14,323)                                14,323    14,323 

TOTAL INVESTMENTS - 99.2%
(Identified Cost $461,153)                                        477,253 

OTHER ASSETS, LESS LIABILITIES - 0.8%                               4,041 

NET ASSETS - 100%                                                $481,294 


</TABLE>



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

                                      5
     <PAGE>

     Federal Tax Information - October 31, 1996

<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $461,153 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                $16,103 

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

UNREALIZED APPRECIATION - NET                                                      $16,100 
</TABLE>



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

                                      6
     <PAGE>

     Statement of Assets and Liabilities
<TABLE>

<CAPTION>





OCTOBER 31, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $461,153)(Note 2)  $477,253
Interest receivable                                          6,938
Receivable from investment advisor (Note 3)                 14,712

TOTAL ASSETS                                               498,903

LIABILITIES:

Accrued Directors' fees (Note 3)                             5,072
Transfer agent fees payable (Note 3)                            90
Audit fee payable                                            7,750
Other payables and accrued expenses                          4,697

TOTAL LIABILITIES                                           17,609

NET ASSETS FOR 47,655 SHARES OUTSTANDING                  $481,294

NET ASSETS CONSIST OF:

Capital stock                                             $    476
Additional paid-in-capital                                 455,681
Undistributed net investment income                          8,750
Accumulated net realized gain on investments                   287
Net unrealized appreciation on investments                  16,100

TOTAL NET ASSETS                                          $481,294

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($481,294 / 47,655 shares)                                $  10.10

</TABLE>



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

                                      7
     <PAGE>

     Statement of Operations

<TABLE>

<CAPTION>




                                                              For the           For the
                                                             Ten Months           Year
                                                           Ended 10/31/96    Ended 12/31/95
<S>                                                       <C>               <C>

INVESTMENT INCOME:

Interest                                                  $        23,842   $        29,659 

EXPENSES:

Management fees (Note 3)                                            1,688             2,160 
Directors' fees (Note 3)                                            5,072             6,792 
Transfer agent fees (Note 3)                                           90               115 
Audit fee                                                           7,808            10,400 
Registration and filing fees                                        3,929             2,453 
Custodian fee                                                         150               600 
Miscellaneous                                                         665                 - 

Total Expenses                                                     19,402            22,520 

Less Waiver of Expenses (Note 3)                                  (16,400)          (18,679)

Net Expenses                                                        3,002             3,841 

NET INVESTMENT INCOME                                              20,840            25,818 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)              289             2,582 
Net change in unrealized appreciation on investments              (12,780)           45,414 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                 (12,491)           47,996 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $         8,349   $        73,814 

</TABLE>



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

                                      8
     <PAGE>

     Statement of Changes in Net Assets
<TABLE>

<CAPTION>




                                                                                          For the Period
                                                                                             2/15/94
                                                            For the Ten      For the      (commencement
                                                            Months Ended    Year Ended    of operations)
                                                              10/31/96       12/31/95      to 12/31/94
                                                           --------------  ------------  ----------------
<S>                                                        <C>             <C>           <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                      $      20,840   $    25,818   $        10,888 
Net realized gain on investments                                     289         2,582                 - 
Net change in unrealized appreciation (depreciation)
on investments                                                   (12,780)       45,414           (16,534)

Net increase (decrease) in net assets from operations              8,349        73,814            (5,646)

DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                       (12,453)      (25,351)          (10,558)
From net realized gain on investments                             (2,503)            -                 - 

Total distributions to shareholders                              (14,956)      (25,351)          (10,558)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                          49,875        (5,951)          411,718 

Net increase in net assets                                        43,268        42,512           395,514 

NET ASSETS:

Beginning of period                                              438,026       395,514                 - 

End of period (including undistributed net investment
   income of $8,750, $363 and $330 respectively)           $     481,294   $   438,026   $       395,514 

</TABLE>


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

                                      9
     <PAGE>
<TABLE>

<CAPTION>




                                                        For the         
                                                          Ten       For the
                                                         Months       Year
                                                         Ended       Ended
                                                        10/31/96    12/31/95
                                                       ----------  ----------
<S>                                                   <C>         <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                $   10.30   $    9.27 

Income from investment operations:
   Net investment income                                  0.445       0.561 
   Net realized and unrealized gain (loss)
      on investments                                     (0.315)      1.019 

Total from investment operations                          0.130       1.580 

Less distributions to shareholders:
   From net investment income                            (0.270)     (0.550)
   From net realized gain on investments                 (0.060)          - 

Total distributions to shareholders                      (0.330)     (0.550)

NET ASSET VALUE - END OF PERIOD                       $   10.10   $   10.30 

Total return 1                                             1.38%      17.33%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                            0.80%2        0.80%
    Net investment income*                               5.55%2        5.38%

Portfolio turnover                                            5%         35%

NET ASSETS - END OF PERIOD (000'S OMITTED)            $     481   $     438 

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


Net investment income                                 $   0.309   $   0.384 
Ratios (to average net assets):
   Expenses                                              2.50%2        2.50%
   Net investment income                                 3.85%2        3.68%

1 Represents aggregate total return for the period indicated
2 Annualized




                                                           For the Period
                                                             2/15/94
                                                          (commencement
                                                        of operations) to
                                                            12/31/94
                                                       -------------------
<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                                           0.269 
   Net realized and unrealized gain (loss)
      on investments                                              (0.738)

Total from investment operations                                  (0.469)

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

Total distributions to shareholders                               (0.261)

NET ASSET VALUE - END OF PERIOD                       $             9.27 

Total return 1                                                    (4.69%)

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

Portfolio turnover                                                     0%

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

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


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

1 Represents aggregate total return for the period indicated
2 Annualized

</TABLE>



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

                                      10
     <PAGE>

     Notes to Financial Statements

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

         The total authorized capital stock of the Corporation consists of one
billion  shares  of  common  stock  each  having  a par value of $0.01.  As of
October  31,  1996,  940 million shares have been designated in total among 19
series,  of  which 50 million have been designated as Flexible Yield Series II
Class N Common Stock.

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

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

         Securities for which representative prices are not available from the
Fund's pricing service are valued at fair value as determined in good faith by
the  Advisor under procedures established by and under the general supervision
and responsibility of 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

                                      11
     <PAGE>
     Notes to Financial Statements

     2.     SIGNIFICANT 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.

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

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

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

          OTHER

          The preparation of financial statements in conformity with generally
accepted  accounting  principles  requires  management  to  make estimates and
assumptions  that  affect  the  reorted  amounts of assets and liabilities and
disclosure  of  contingent assets and liabilities at the date of the financial
statements  and  the  reported  amounts  of  revenues  and expenses during the
reporting period.  Actual results could differ from those estimates.

     3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
Advisors,  Inc.  (the  "Advisor"),  for which the Fund pays the Advisor a fee,
computed  daily  and payable monthly, at an annual rate of 0.45% of the Fund's
average daily net assets.  The fee amounted to $1,688 for the ten months ended
October 31, 1996 and $2,160 for the year ended December 31, 1995.

                                      12
     <PAGE>

     Notes to Financial Statements

     3.     TRANSACTIONS WITH AFFILIATES (CONTINUED)

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay  other  expenses  of  the Fund in order to maintain total expenses for the
Fund  at  no  more  than  0.80%  of  average  daily  net  assets  each  year. 
Accordingly,  the  Advisor  did  not  impose  any of its fee and paid expenses
amounting to $14,712 for the ten months ended October 31, 1996 and $16,519 for
the  year  ended  December  31,  1995,  which  are 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 $90 for the ten months ended October 31,
1996 and $115 for the year ended December 31, 1995.

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

       The compensation of the non-affiliated Directors totaled $5,072 for the
ten  months  ended October 31, 1996 and $6,792 for the year ended December 31,
1995.

     4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$64,125  and  $20,181  respectively, for the ten months ended October 31,
1996.


                                      13
     <PAGE>

     Notes to Financial Statements

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

<CAPTION>





                                                                          For the Period 2/15/94
             For the Ten Months               For the Year                   (commencement of
               Ended 10/31/96                Ended 12/31/95               operations) to 12/31/94

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

Sold                      7,361   $ 72,902           17,414   $ 173,234                    41,530  $401,160
Reinvested                1,460     14,399            2,527      25,352                     1,139    10,558
Repurchased              (3,711)   (37,426)         (20,065)   (204,537)                        -         -
Total                     5,110   $ 49,875             (124)  $  (5,951)                   42,669  $411,718
</TABLE>


      The Advisor owned 13,836 shares on October 31, 1996 and 13,383 shares on
December 31, 1995 and 12,674 shares on December 31, 1994.

     6.     FINANCIAL INSTRUMENTS
       the Fund may trade in financial instruments with off-balance sheet risk
in  the  normal  course      of its investing activities to assist in managing
exposure  to  various  market  risks.  These     financial instruments include
written  options  and  futures  contracts  and  may  involve, to a     varying
degree,  elements  of  risk  in excess of the amounts recognized for financial
statement      purposes.  No such investments were held by the Fund on October
31, 1996.

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

                                      14
     <PAGE>

     Independent Auditors' Report

          TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
          AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES II:

         We have audited the accompanying statement of assets and liabilities,
including  the  investment portfolio, of Flexible  Yield Series II (one of the
series  constituting  Manning & Napier Fund, Inc.) as of October 31, 1996, the
related  statement  of  operations  for the ten months then ended and the year
ended  December  31,  1995, the statement of changes in net assets for the ten
months ended October 31, 1996 and the years ended December 31, 1995 and 1994, 
and  the  financial  highlights  for  each  of  the  periods  indicated in the
financial  highlights  table  herein. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
present  fairly,  in all material respects, the financial position of Flexible
Yield  Series  II  at  October  31,  1996,  the results of its operations, the
changes  in  its  net  assets and  its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.


          DELOITTE & TOUCHE LLP

          Boston, Massachusetts
          November 19, 1996


                                      15
     <PAGE>
     <PAGE>
     <PAGE>


                         Manning & Napier Fund, Inc.

                          Flexible Yield Series III

                                Annual Report
                               October 31, 1996

     <PAGE>

     Management Discussion and Analysis


          Dear Shareholders:

          During 1996, we have experienced what Manning & Napier feels to be a
temporary  setback  in  the  bond  market.    Short-term  factors,  including
speculation  in  the  bond  market, inflation fears, and political uncertainty
have  led  to a difficult year in the bond market.  Especially when contrasted
with  the  extraordinary  returns  earned by bonds and bond funds in 1995, the
luster  appears  to  have  worn off the bond market.  Our experience, however,
teaches  us  that  short-term situations such as this provide opportunities to
position the portfolio to benefit from the long-term trends which are the most
important determinants of returns in the bond market.

          At the end of 1995, the bond market looked about as good as it could
get.    Economic  growth  was  slowing, some were even calling for a recession
later  in 1996, and inflation worries were non_existent.  These factors pushed
long_term  interest rates down through the 6% level, and they finished 1995 at
5.95%.

            The tide began to turn rather quickly right at the start of 1996. 
One  of  the reasons why the market rallied so strongly during the second half
of 1995 can be traced to speculative investments in U.S. Treasury securities. 
Speculators  were  borrowing  Japanese  yen  at  extraordinarily  low Japanese
short_term  interest  rates  (0.3%  to  0.5%),  converting  the  yen into U.S.
dollars,  and  investing the proceeds in U.S. Treasury securities.  As long as
Japanese short rates were expected to stay low or the yen was expected to slip
versus the U.S. dollar, this trade worked quite well.  Unfortunately, once the
tide  began  to  turn  (i.e. people thought Japanese short-term interest rates
might rise), the selling it created snowballed due to the leverage inherent in
the  trade.    That  happened  during  the  early  part  of 1996, and short to
intermediate interest rates rose rather quickly.

              As spring started to roll in, the bond market was shocked by the
February  employment  report  issued  by  the Bureau of Labor Statistics.  The
number  of  new  jobs  created during the month of February was an eye_popping
705,000  at  the  time  of the first release.  Subsequent releases revised the
number  modestly  lower,  but those same releases reported job gains that were
much  stronger  than  what  had  been  the case in 1995.  The probability of a
recession  became remote, and fears of inflation began to surface once again. 
Strong  consumer  expenditures  during  the  first half of 1996, solid capital
spending,  and  a  surprisingly  resilient  housing sector simply added to the
markets  concerns,  driving  long_term  interest rates close to 7.25%.  As the
summer  ended,  concerns  seem  to  be  somewhat  assuaged, but rates remained
stubbornly close to 7%.

                It is important to note, however, that throughout all of this,
inflation  itself  remained very much in check.  The most common measures, the
Producer  Price  Index (PPI) and the Consumer Price Index (CPI), both remained
at  or  below  3.0%  on  a year-over-year basis throughout 1996.  An even more
accurate  measure  of  inflation,  the GDP deflator, remained closer to 2.0%. 
That  means  real  interest  rates  (nominal rates less the rate of inflation)
exceeded 4%_5%, depending upon which measure of inflation was used.

           In the near_term, no one likes to see rising interest rates, but if
one  expects  inflation  to  remain under control over the longer_term, rising
interest  rates  can  create compelling fixed income buying opportunities.  In
the  fixed  income  markets,  1996 has been a stern test, but in the long run,
only  those  who  acted  during  these  difficult  times will be positioned to
benefit from the long-term trends of moderate growth and low inflation.

          As everyone is quite aware, 1996 is an election year, and the market
reacted  to  the  uncertainty of the countrys political future.  The political
posturing started at the end of last year when the Republican Congress and the
Democratic  White  House shut down the government and threatened to default on
U.S. Treasury securities.  It

                                      1
     <PAGE>

     Management Discussion and Analysis (continued)

            veered off to the right with the rise and fall of Steve Forbes and
his call for a flat income tax.  It focused on the Republican primaries in the
spring  with  Bob  Dole  being  the  ultimate  winner.    And it has continued
throughout the election season as the incumbent, President Clinton, maintained
a double digit lead in the polls.

                   In the short_term, elections do introduce volatility in the
marketplace.    This  year  saw  a  marked  acceleration in the growth rate of
government expenditures, which comprise about 20% of this country's GDP.  This
was  a  big  contributor to the acceleration in overall economic growth during
the  first  half  of  1996,  and  that  acceleration contributed to this years
increase in interest rates.

             Elections also introduce uncertainty.  Who will win the election?
Who will control the House? The Senate? What issues will galvanize the public?
Financial  markets,  as  a general rule, do not like uncertainty and this year
was  no  exception.    Given  the sizable lead the President held in the polls
throughout  the  campaign,  the  biggest uncertainty seemed to relate to which
party would control the Congress.  Historically, the financial markets seem to
prefer  split  control -- one party in control of one branch of the government
and the other in control of another.

            In the long run, however, the election results may not be of major
importance.  With the growth of the global financial markets and the influence
they  wield  on  a  country's interest and exchange rates, who is in the White
House  or  who  controls  Congress  becomes  less  significant.  The financial
markets  are  in  effect pulling all parties to the right, specifically toward
fiscally  sound  policies.    Witness what has occurred with a Democrat in the
White House over the last four years.  The budget deficit has shrunk from $300
billion  to  just  over  $100  billion, the debate has shifted away from where
government  moneys  should  be spent to what spending cuts should be made, and
the  two  parties debated whether the budget should be balanced in seven years
or  in  ten.    Beyond  that,  we  had  a  presidential  campaign in which the
Republican  challenger  was calling for a tax cut and the Democratic incumbent
attacked it for being budgetarily imprudent.  The new reality is that the only
poll  that  really  seems  to  matter  is  the  one  being taken in the global
financial markets; sound policies are rewarded, unsound policies are not.

            All the factors that have influenced the bond market over the past
year  have  the  effect of diverting attention from the larger trends, but the
larger  trends  are  of  the most importance in determining investment success
over  the  long-  term.  At Manning & Napier, we view the big picture items as
the  most  important.    The  growth  in  international  trade, the subsequent
increase  in international competition, the need for policy makers, producers,
and  consumers  to  adjust  to this new economic reality, and the impact their
actions have had on the economy, inflation, and interest rates are what drives
our  fixed  income process.  These are long_term, secular influences that have
brought  down  interest  rates,  have  capped inflation expectations, and have
allowed  longer_term,  non_callable  securities  to  provide strong investment
returns.

              As in previous years, we have positioned the Series portfolio in
accordance with our overview.  Within the framework of the maturity guidelines
set  down  for  the Series, Manning & Napier weighted the portfolio toward the
longer  end  of  the  maturity  spectrum.   During the first half of 1996 when
interest  rates  were  rising,  that weighting was amplified.  An emphasis was
also  placed  on  non_callable  securities.    Given that, the mortgage_backed
sector  of  the  fixed  income marketplace was underweighted.  Small positions
were  established,  but  they  totaled less than 10% of the Series portfolio. 
Corporate bonds were unaffected by the overview.  The sector

                                      2
     <PAGE>
     Management Discussion and Analysis (continued)


              was avoided, however, because the credit spreads associated with
corporate  bonds  were  so  narrow  relative  to U.S. Treasury securities that
Manning  &  Napier felt that investors were not being paid for the credit risk
inherent in investments in corporate bonds.

               While 1996 has been a difficult year for the bond market, it is
important  to  realize  that  the  causes  of  the difficulty were essentially
shorter_term in nature.  Speculative excesses, a cyclical growth scare and the
associated inflation worries,  and the uncertainty associated with an election
all combined to push interest rates higher.  It is also worthwhile noting that
the  shorter_term  problems that plagued 1996 are needed to create the quality
longer_term  investment  opportunities  that  will  benefit  the  Series going
forward.    In  addition,  the  uncertainties that the election introduced are
becoming  even  more short-lived given the growing importance of the financial
markets.   Beyond all of this, Manning & Napier believes that the adherence to
a  long_term  investment overview and investment process is what separates the
good funds from the bad ones.

          We wish you and yours all the best during this holiday season.

          MANNING & NAPIER ADVISORS, INC.

     [GRAPHIC]
     [PIE CHART]

     Effective Maturity - As of 10/31/96

     Less than 1 year - 9%
     1 - 2 Years - 5%
     2 - 3 Years - 6%
     3 - 5 Years -12%
     5 - 7 Years - 19%
     7 - 10 Years - 16%
     Over 10 Years - 33%

     [GRAPHIC]
     [PIE CHART]

     Portfolio Composition - As of 10/31/96

     U.S. Treasury Securities - 91%
     Mortgage Backed Securities - 6%
     Cash & Equivalents - 3%

          3

     <PAGE>

     Performance Update as of October 31, 1996

        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Flexible  Yield Series III from its inception (12/20/93) to present (10/31/96)
as compared to the Merrill Lynch Corporate/Government Bond Index. 1
<TABLE>

<CAPTION>




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

                                                                      Total Return
                                                          Growth of
Through                                                    $10,000                   Average
10/31/96                                                 Investment    Cumulative     Annual
<S>                                                      <C>          <C>            <C>

One Year                                                 $    10,361          3.61%     3.61%
Inception 2                                              $    11,431         14.31%     4.77%
</TABLE>




<TABLE>

<CAPTION>




Merrill Lynch Corporate/Government Bond Index

                                                            Total Return
                                                Growth of
Through                                          $10,000                   Average
10/31/96                                       Investment    Cumulative     Annual
<S>                                            <C>          <C>            <C>

One Year                                       $    10,529          5.29%     5.29%
Inception 2                                    $    11,778         17.78%     5.87%
</TABLE>



     1 The Merrill Lynch Corporate/Government Bond Index is a market
     value weighted measure of approximately 4,775 corporate and
     government bonds.  The Index is comprised of investment grade
     securities with maturities greater than one year.  The Index returns
     assume reinvestment of coupons and, unlike Fund returns, do not reflect
     any fees or expenses.

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

     [GRAPHIC]
     LINE CHART

     Data for Line Chart to follow:

<TABLE>

<CAPTION>




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

12/20/93  $                   10,000  $                  10,000
12/31/93                       9,960                     10,013
06/30/94                       9,349                      9,602
12/31/94                       9,380                      9,686
06/30/95                      10,634                     10,815
12/31/95                      11,451                     11,532
04/30/96                      10,868                     11,191
10/31/96                      11,431                     11,778
</TABLE>



                              4

     <PAGE>


<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                                   PRINCIPAL     VALUE
                                                     AMOUNT    (NOTE 2)
U.S. TREASURY SECURITIES - 90.83%

<S>                                                <C>         <C>


U.S. TREASURY BONDS - 19.28%
U.S. Treasury Bond, 7.25%,  8/15/2022
(Identified Cost $186,166 )                        $  200,000  $211,625 

U.S. TREASURY NOTES - 64.94%
U.S. Treasury Note, 4.375%, 11/15/1996                 25,000    24,984 
U.S. Treasury Note, 7.50%, 1/31/1997                   40,000    40,225 
U.S. Treasury Note, 6.875%, 2/28/1997                  35,000    35,175 
U.S. Treasury Note, 5.00%, 1/31/1998                   50,000    49,617 
U.S. Treasury Note, 5.125%, 11/30/1998                 60,000    59,245 
U.S. Treasury Note, 7.75%, 11/30/1999                  40,000    42,000 
U.S. Treasury Note, 5.50%, 4/15/2000                   25,000    24,606 
U.S. Treasury Note, 6.25%, 8/31/2000                   60,000    60,432 
U.S. Treasury Note, 7.50%, 11/15/2001                  35,000    37,052 
U.S. Treasury Note, 6.375%, 8/15/2002                 150,000   151,623 
U.S. Treasury Note, 5.75%, 8/15/2003                   15,000    14,607 
U.S. Treasury Note, 5.875%, 2/15/2004                 100,000    97,656 
U.S. Treasury Note, 6.50%, 8/15/2005                   75,000    75,773 

TOTAL U.S. TREASURY NOTES
(Identified Cost $755,476)                                      712,995 

U.S. TREASURY STRIPPED SECURITIES- 6.61%
Interest Stripped - Principal Payment, 5/15/2014       98,000    29,822 
Interest Stripped - Principal Payment, 8/15/2014      143,000    42,784 

TOTAL U.S. TREASURY STRIPPED SECURITIES
(Identified Cost $21,905 )                                       72,606 

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $963,547)                                      997,226 
</TABLE>




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

                                      5
     <PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                             Principal
                                             Amount/   Value
                                             Shares    (Note 2)

U.S. GOVERNMENT AGENCIES - 6.27%
<S>                                           <C>      <C>

MORTGAGE BACKED SECURITIES
GNMA, Pool #224199, 9.50%, 7/15/2018          $16,138  $   17,404
GNMA, Pool #299164, 9.00%, 12/15/2020          16,634      17,580
GNMA, Pool #376345, 6.50%, 12/15/2023          35,398      33,817

TOTAL U.S. GOVERNMENT AGENCIES
(Identified Cost $64,597 )                                 68,801

SHORT-TERM INVESTMENTS - 2.04%
Dreyfus U.S. Treasury Money Market Reserves
(Identified Cost $22,359 )                     22,359      22,359

TOTAL INVESTMENTS - 99.14%
(Identified Cost $1,050,503 )                           1,088,386

OTHER ASSETS, LESS LIABILITIES - 0.86%                      9,478

NET ASSETS - 100%                                      $1,097,864
</TABLE>



<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $1,050,503 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                $45,831 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                 (7,948)

UNREALIZED APPRECIATION - NET                                                      $37,883 

</TABLE>



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

                                      6
     <PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities


OCTOBER 31, 1996
<S>                                                         <C>

ASSETS:

Investments, at value (Identified Cost $1,050,503)(Note 2)  $1,088,386
Interest receivable                                             14,831
Receivable from investment advisor (Note 3)                     12,396

TOTAL ASSETS                                                 1,115,613


LIABILITIES:

Accrued Directors' fees (Note 3)                                 5,072
Audit fee payable                                                7,750
Other payables and accrued expenses                              4,927

TOTAL LIABILITIES                                               17,749

NET ASSETS FOR 108,427 SHARES OUTSTANDING                   $1,097,864


NET ASSETS CONSIST OF:

Capital stock                                               $    1,084
Additional paid-in-capital                                   1,037,339
Undistributed net investment income                             16,958
Accumulated net realized gain on investments                     4,600
Net unrealized appreciation on investments                      37,883

TOTAL NET ASSETS                                            $1,097,864

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($1,097,864/108,427 shares)                                 $    10.13


</TABLE>



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

                                      7
     <PAGE>

     Statement of Operations
<TABLE>

<CAPTION>




                                                                  For the Ten Months     For the Year
                                                                    Ended 10/31/96      Ended 12/31/95

<S>                                                              <C>                   <C>

INVESTMENT INCOME:

Interest                                                         $            60,867   $        66,467 

EXPENSES:

Management fees (Note 3)                                                       4,454             4,767 
Directors' fees (Note 3)                                                       5,072             6,832 
Transfer agent fees (Note 3)                                                     214               229 
Audit fee                                                                      9,425             8,600 
Custodian fee                                                                    500               600 
Miscellaneous                                                                  4,754             2,424 

Total Expenses                                                                24,419            23,452 

Less Waiver of Expenses (Note 3)                                             (16,850)          (15,349)

Net Expenses                                                                   7,569             8,103 

NET INVESTMENT INCOME                                                         53,298            58,364 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain (loss) on investments (identified cost basis)                4,772              (132)
Net change in unrealized appreciation on investments                         (60,560)          128,849 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                                            (55,788)          128,717 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING
   FROM OPERATIONS                                                           ($2,490)  $       187,081 


</TABLE>



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

                                      8
     <PAGE>

     Statement of Changes in Net Assets

<TABLE>

<CAPTION>



                                                            For the Ten      For the       For the
                                                            Months Ended    Year Ended    Year Ended
                                                              10/31/96       12/31/95      12/31/94
                                                           --------------  ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                        <C>             <C>           <C>

OPERATIONS:

Net investment income                                      $      53,298   $    58,364   $    21,040 
Net realized gain (loss) on investments                            4,772          (132)          (28)
Net change in unrealized appreciation (depreciation)
on investments                                                   (60,560)      128,849       (30,063)

Net increase (decrease) in net assets from operations             (2,490)      187,081        (9,051)


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                       (36,728)      (57,528)      (20,952)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital share
   transactions (Note 5)                                         (22,142)      282,134       702,883 


Net increase (decrease) in net assets                            (61,360)      411,687       672,880 


NET ASSETS:

Beginning of period                                            1,159,224       747,537        74,657 

End of period (including undistributed net investment
   income of $16,958, $388, and $88, respectively)         $   1,097,864   $ 1,159,224   $   747,537 



</TABLE>



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

                                      9
     <PAGE>

     Financial Highlights

<TABLE>

<CAPTION>



                                                    For the      For the
                                                   Ten Months      Year
                                                      Ended       Ended
                                                    10/31/96     12/31/95
<S>                                              <C>           <C>

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

NET ASSET VALUE - BEGINNING OF PERIOD            $     10.51   $    9.11 


Income from investment operations:
   Net investment income                               0.497       0.582 
   Net realized and unrealized gain (loss)
      on investments                                  (0.532)      1.393 

Total from investment operations                      (0.035)      1.975 


Less distributions to shareholders:
   From net investment income                         (0.345)     (0.575)


NET ASSET VALUE - END OF PERIOD                  $     10.13   $   10.51 


Total return 1                                        (0.18%)      22.09%

Ratios (to average net assets)/Supplemental Data:
Expenses*                                             0.85%2        0.85%
Net investment income*                                5.98%2        6.13%

Portfolio turnover                                         5%          6%

NET ASSETS - END OF PERIOD (000'S OMITTED)       $     1,098   $   1,159 




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

Net investment income                            $     0.360   $   0.429 
Ratios(to average net assets):
     Expenses                                         2.50%2        2.46%
     Net investment income                            4.33%2        4.52%

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








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

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

NET ASSET VALUE - BEGINNING OF PERIOD            $    9.95   $            10.00 
                                       

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


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


NET ASSET VALUE - END OF PERIOD                  $    9.11   $             9.95 


Total return 1                                      (5.83%)              (0.40%)

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

Portfolio turnover                                       1%                   0%

NET ASSETS - END OF PERIOD (000'S OMITTED)      $     748   $               75 
                                          



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

Net investment income                            $   0.192   $            0.010 
Ratios(to average net assets):
     Expenses                                         2.50%              2.50%2 
     Net investment income                            4.57%              2.20%2 

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


</TABLE>


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

                                      10
     <PAGE>

     Notes to Financial Statements

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

         The total authorized capital stock of the Corporation consists of one
billion  shares  of  common  stock  each  having  a par value of $0.01.  As of
October  31,  1996,  940 million shares have been designated in total among 19
series,  of which 50 million have been designated as Flexible Yield Series III
Class O Common Stock.

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

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

             Securities for which representative prices are not available from
the  Fund's pricing service are     valued at fair value as determined in good
faith by the Advisor under procedures established     by and under the general
supervision and responsibility of the Fund's Board of Directors.

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

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

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

                                      11
     <PAGE>




     Notes to Financial Statements

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

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

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

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


          OTHER

          The preparation of financial statements in conformity with generally
accepted  accounting      principles requires management to make estimates and
assumptions  that affect the reorted     amounts of assets and liabilities and
disclosure  of  contingent  assets  and  liabilities  at  the  date     of the
financial  statements and the reported amounts of revenues and expenses during
the     reporting period.  Actual results could differ from those estimates.

                                      12
     <PAGE>

     Notes to Financial Statements

     3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the      "Advisor"), for which the Fund pays the Advisor a
  fee,  computed  daily and payable monthly,     at an annual rate of 0.50% of
  the Fund's average daily net assets.  The fee amounted to     $4,454 for the
  ten months ended October 31, 1996 and $4,767 for the year ended December    
 31, 1995.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
pay other expenses of     the Fund in order to maintain total expenses for the
Fund  at  no  more  than  0.85%  of  average      daily net assets each year. 
Accordingly,  the  Advisor did not impose any of its fee and paid     expenses
amounting to $12,396 for the ten months ended October 31, 1996 and $10,582 for
the  year  ended  December  31,  1995,  which  are 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 $214 for the ten    
months ended October 31, 1996 and $229 for the year ended December 31, 1995.

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

           The compensation of the non-affiliated Directors totaled $5,072 for
the  ten  months  ended         October 31, 1996 and $6,832 for the year ended
December 31, 1995.

     4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
$49,235 and $73,092, respectively, for the ten months ended October 31, 1996.

                                      13
     <PAGE>

     Notes to Financial Statements

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

<TABLE>

<CAPTION>




             For the Ten Months                For the Year                For the Year
               Ended 10/31/96                 Ended 12/31/95              Ended 12/31/94
             -------------------              ---------------             --------------      
                   Shares           Amount        Shares        Amount        Shares       Amount
             -------------------  ----------  ---------------  ---------  --------------  --------
<S>          <C>                  <C>         <C>              <C>        <C>             <C>

Sold                      6,096   $  60,715           23,843   $236,968           72,768  $686,867
Reinvested                3,073      30,104            4,597     46,488            1,752    16,016
Repurchased             (11,073)   (112,961)            (129)    (1,322)               -         -
Total                    (1,904)  $ (22,142)          28,311   $282,134           74,520  $702,883


</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 October 31, 1996.

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


                                      14
     <PAGE>

     Independedt Auditors'eport




     TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
     AND SHAREHOLDERS OF FLEXIBLE YIELD SERIES III:

         We have audited the accompanying statement of assets and liabilities,
including  the investment portfolio, of Flexible  Yield Series III (one of the
series  constituting  Manning & Napier Fund, Inc.) as of October 31, 1996, the
related  statement  of  operations  for the ten months then ended and the year
ended  December  31,  1995, the statement of changes in net assets for the ten
months ended October 31, 1996 and the years ended December 31, 1995 and 1994, 
and  the  financial  highlights  for  each  of  the  periods  indicated in the
financial  highlights  table  herein. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material  misstatement. An audit includes examining, on a test basis, evidence
supporting  the  amounts  and  disclosures  in  the  financial statements. Our
procedures  included  confirmation of investments owned at October 31, 1996 by
correspondence  with  the  custodian.  An  audit  also  includes assessing the
accounting  principles  used  and significant estimates made by management, as
well  as  evaluating  the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
present  fairly,  in all material respects, the financial position of Flexible
Yield  Series  III  at  October  31,  1996, the results of its operations, the
changes  in  its  net  assets and  its financial highlights for the respective
stated periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996

                                      15


     <PAGE>
     <PAGE>
     <PAGE>


                         Manning & Napier Fund, Inc.

                               Defensive Series

                                Annual Report
                               October 31, 1996


     <PAGE>

     Management Discussion and Analysis

     Dear Shareholders:

          Since we last reported to you six months ago, the markets have again
exhibited  the upward and downward swings akin to the later stages of economic
and market cycles.  Midway through this period we saw the Dow Jones Industrial
Average take a considerable dive, only to end this semi-annual reporting cycle
above  the  record-breaking  6000  mark.  Likewise, the 30-year U.S.. Treasury
yield  rose  to  over 7% during this period, but bonds recovered nicely by the
end  of  October.    However, as we have anticipated thus far, economic growth
has remained moderate and inflation has remained in check, allowing us to take
advantage of the buying opportunities that present themselves.

     These gyrations were caused by overreaction to short-term economic data. 
Much  as happened in March of this year, the news again raised fears of higher
inflation  and  sent the Dow Jones Industrial Average plunging down 115 points
on  July 5th in what was only a half-day of trading due to the holiday.  Bonds
followed  suit  with  the  yield  on  the  30-year  U.S.  Treasury  surging 25
basis-points.    Many  were  left wondering whether the Federal Reserve Board 
would  raise  the Fed Funds rate.  However, additional evidence throughout the
summer  that  inflation  and  economic growth are under control led the Fed to
again leave rates unchanged when they met during the last week of September.

      As we continue to adhere to our long-term overview for low inflation and
lower  interest rates, the July 5th correction created a buying opportunity in
which  we  were  able  to  slightly  lengthen the maturity of the bonds in the
portfolio  and  move  into equity sectors where valuations proved attractive. 
The  stock  portion  of  the  portfolio has continued emphasis in small ticket
consumer  stocks which we believe have been branded with the same iron as more
cyclical consumer stocks, thus creating a buying opportunity.  In addition, we
have  increased  our  exposure to the health care sector as valuations in that
area have proved attractive as well.

                                      1
     <PAGE>
     Management Discussion and Analysis (continued)

      At a time when market valuations in general are high and the bull market
is  aging,  it  is  important  to  be  discriminating about the levels of risk
acceptable  in  funds  with  different tolerances for volatility.  Your Series
places a high priority on dampening market volatility, so even though we see a
number  of long-term positives in the investment picture, we must be sensitive
to  the  possibility  of cyclical disruptions.  With valuations currently very
high,  you  should  expect  this  Series  to be conservatively positioned, and
indeed,  that  is  the  case.  As we continue to move through this mature bull
market,  we will hold fast to our disciplines of attempting to identify stocks
of companies with strong strategic positioning in their industry at attractive
valuations versus long-term U.S. Treasury bonds.

     We wish you and yours all the best during this holiday season.

     Sincerely,


     Manning & Napier Advisors, Inc.

     [GRAPHIC]
     [PIE CHART]

     Portfolio Composition - As of 10/31/96

     Bonds - 88%
     Stocks - 7%
     Cash & Equivalents - 5%

                                                  2

     <PAGE>

     Performance Update as of October 31, 1996


        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Defensive  Series  from  its  inception  (11/1/95)  to  present  (10/31/96) as
compared  to the Lehman Brothers Intermediate Bond Index and a Balanced Index.
1
<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Defensive Series

                                                                    Total Return
Through                                         Growth of $10,000                  Average
10/31/96                                            Investment       Cumulative     Annual
<S>                                             <C>                 <C>            <C>

Inception 2                                     $           10,494          4.94%     4.94%
</TABLE>




<TABLE>

<CAPTION>



Lehman Brothers Intermediate Bond Index

                                                             Total Return
Through                                  Growth of $10,000                  Average
10/31/96                                     Investment       Cumulative     Annual
<S>                                      <C>                 <C>            <C>

Inception 2                              $           10,581          5.81%     5.81%
</TABLE>




<TABLE>

<CAPTION>



Balanced Index

                                    Total Return
Through         Growth of $10,000                  Average
10/31/96            Investment       Cumulative     Annual
<S>             <C>                 <C>            <C>

Inception 2     $           10,847          8.47%     8.47%

</TABLE>



     1 The Lehman Brothers Intermediate Bond Index is a market value weighted
measure of approximately 3,425 corporate and government securities.  The Index
is comprised of investment grade securities with maturities greater than one 
year but less than ten years.  The Balanced  Index is 15% Standard & Poor's
(S&P) 500 Total Return Index and 85% Lehman Brothers Intermediate Bond Index.  
The S&P 500 Total Return Index is an unmanaged capitalization-weighted measure
of 500 widely held common stocks listed on the New York Stock Exchange, American
 Stock Exchange, and Over-the-Counter market.  Both Indices returns assume
reinvestment of income and, unlike Fund returns, do not reflect any fees or
expenses.

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

     [GRAPHIC]
     LINE CHART


     Data for Line Chart to follow:

<TABLE>

<CAPTION>



          Manning & Napier       Lehman Brothers
          Defensive Series   Intermediate Bond Index   Balanced Index
<S>       <C>                <C>                       <C>

11/01/95  $          10,000  $                 10,000  $        10,000
01/31/96             10,287                    10,326           10,425
04/30/96             10,116                    10,116           10,301
07/31/96             10,137                    10,246           10,389
10/31/96             10,494                    10,581           10,847
</TABLE>



                                                       3

     <PAGE>





<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                                              VALUE
                                                    SHARES  (NOTE 2)

COMMON STOCK - 7.43%
<S>                                                 <C>     <C>
AIR TRANSPORTATION- 0.81%
Federal Express Corp.*                                75     $6,038
                                                            ---------

APPAREL- 0.44%
VF Corp.                                              50      3,269
                                                            ---------

COMMUNICATIONS- 0.35%
Stet Societa' Finanziaria Telefonica S.p.A. - ADR     75      2,597
                                                            ---------

ELECTROMEDICAL APPARATUS- 0.79%
Nellcor Puritan Bennett, Inc.*                       300      5,850
                                                            ---------

ENGINEERING SERVICES - 0.38%
Jacobs Engineering Group, Inc.*                      125      2,766
                                                            ---------

HEALTH SERVICES- 0.69%
MedPartners, Inc.*                                   242      5,112
                                                            ---------

PHOTOGRAPHIC EQUIPMENT & SUPPLIES- 0.54%
Eastman Kodak Co.                                     50      3,987
                                                            ---------

RESTAURANTS - 0.89%
McDonald's Corp.                                     150      6,656
                                                            ---------

RETAIL - 2.01%
Fabri-Centers of America - Class A*                  125      1,625
Fabri-Centers of America - Class B*                  125      1,625
Fingerhut Companies, Inc.                            325      4,834
Hancock Fabrics, Inc.                                175      1,488
Tandy Corp.                                          150      5,643
                                                            ---------
                                                             15,215
                                                            ---------

TELECOMMUNICATIONS EQUIPMENT - 0.14%
General Instrument Corp.*                             50      1,006
                                                            ---------

UTILITIES-ELECTRIC- 0.39%
Enersis S.A.- ADR                                    100      2,938
                                                            ---------

TOTAL COMMON STOCK
(Identified Cost $54,658)                                    55,434
                                                            ---------
</TABLE>



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

                                      4
     <PAGE>
<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                PRINCIPAL       VALUE
                                              AMOUNT/SHARES   (NOTE 2)

<S>                                           <C>             <C>

U.S. TREASURY SECURITIES- 87.80%

U.S. TREASURY BONDS - 28.57%
U.S. Treasury Bond, 6.50%, 5/15/2005          $      150,000  $151,605 
U.S. Treasury Bond, 6.875%, 8/15/2025                 60,000    61,331 

TOTAL U.S. TREASURY BONDS
(Identified Cost $213,904)                                     212,936 
                                                              ---------

U.S. TREASURY NOTES - 59.23%
U.S. Treasury Note, 6.00%, 8/31/1997                  50,000    50,188 
U.S. Treasury Note, 6.00%, 8/15/1999                 170,000   170,478 
U.S. Treasury Note, 6.125%, 9/30/2000                115,000   115,323 
U.S. Treasury Note, 6.25%, 2/15/2003                 105,000   105,361 
                                                              ---------

TOTAL U.S. TREASURY NOTES
(Identified Cost $442,294)                                     441,350 

TOTAL U.S. TREASURY SECURITIES
(Identified Cost $656,198)                                     654,286 
                                                              ---------

SHORT-TERM INVESTMENTS - 3.04%
U.S. Treasury Bill, 11/29/1996                        15,000    14,945 
Dreyfus U.S. Treasury Money Market Reserves            7,660     7,660 

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $22,605)                                       22,605 

TOTAL INVESTMENTS - 98.27%
(Identified Cost $733,461 )                                    732,325 

OTHER ASSETS, LESS LIABILITIES - 1.73%                          12,880 
                             

NET ASSETS - 100%                                             $745,205 
</TABLE>



     *Non-income producing security

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

                                      5
     <PAGE>

<TABLE>

<CAPTION>




Federal Tax Information - October 31, 1996

FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized depreciation based on identified cost for
federal income tax purposes of $733,461 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments in which
there was an excess of value over tax cost                                         $ 4,714 

Aggregate gross unrealized depreciation for all investments in which
there was an excess of tax cost over value                                          (5,850)

UNREALIZED DEPRECIATION - NET                                                      $(1,136)
                                                                                   ========


</TABLE>



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

                                      6
     <PAGE>

<TABLE>

<CAPTION>



Statement of Assets and Liabilities

OCTOBER 31, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $733,461)(Note 2)  $732,325 
Interest receivable                                         10,065 
Receivable for securities sold                               4,863 
Dividends receivable                                            13 
Receivable from investment advisor (Note 3)                 17,893 

TOTAL ASSETS                                               765,159 


LIABILITIES:

Accrued Directors' fees (Note 3)                             6,840 
Transfer agent fees payable (Note 3)                           118 
Audit fee payable                                            7,225 
Other payables and accrued expenses                          5,771 

TOTAL LIABILITIES                                           19,954 

NET ASSETS FOR 72,442 SHARES OUTSTANDING                  $745,205 


NET ASSETS CONSIST OF:

Capital stock                                             $    724 
Additional paid-in-capital                                 728,060 
Undistributed net investment income                         11,048 
Accumulated net realized gain on investments                 6,509 
Net unrealized depreciation on investments                  (1,136)

TOTAL NET ASSETS                                          $745,205 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($745,205/72,442 shares)                                  $  10.29 
</TABLE>



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

                                      7
     <PAGE>

<TABLE>

<CAPTION>




Statement of Operations

FOR THE YEAR ENDED OCTOBER 31, 1996
<S>                                                       <C>

INVESTMENT INCOME:

Interest                                                  $ 25,219 
Dividends                                                      798 

Total Investment Income                                     26,017 


EXPENSES:

Management fees (Note 3)                                     3,940 
Directors' fees (Note 3)                                     6,840 
Transfer agent fees (Note 3)                                   118 
Audit fee                                                    8,000 
Registration and filing fees                                 4,550 
Custodian fee                                                2,439 
Miscellaneous                                                  884 

Total Expenses                                              26,771 

Less Waiver of Expenses (Note 3)                           (21,833)

Net Expenses                                                 4,938 

NET INVESTMENT INCOME                                       21,079 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     6,509 
Net change in unrealized depreciation on investments        (1,136)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                            5,373 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 26,452 


</TABLE>



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

                                      8
     <PAGE>

<TABLE>

<CAPTION>




Statement of Changes In Net Assets


                                                         For the Year
                                                            Ended
                                                           10/31/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>

OPERATIONS:

Net investment income                                   $      21,079 
Net realized gain on investments                                6,509 
Net change in unrealized depreciation on investments           (1,136)

Net increase in net assets from operations                     26,452 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                    (10,031)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                      728,784 


Net increase in net assets                                    745,205 


NET ASSETS:

Beginning of period                                                 - 

End of period (including undistributed net investment
   income of $11,048)                                   $     745,205 

</TABLE>



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

                                      9
     <PAGE>

<TABLE>

<CAPTION>



Financial Highlights

                                                                              For the Year
                                                                                 Ended
                                                                                10/31/96

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

Income from investment operations:
Net investment income                                                            0.349
Net realized and unrealized gain on investments                                  0.137

Total from investment operations                                                 0.486

Less distributions to shareholders:
From net investment income                                                      (0.196)

NET ASSET VALUE - END OF PERIOD                                                  $10.29

Total return1                                                                    4.94%

Ratios (to average net assets) / Supplemental Data:
Expenses*                                                                        1.00%
Net investment income*                                                           4.26%

Portfolio turnover                                                                30%

Average commission rate paid                                                    $0.0691

NET ASSETS - END OF PERIOD (000'S OMITTED)                                        $745

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

Net investment income                                                            $0.226

Ratios (to average net assets):
Expenses                                                                         2.50%
Net investment income                                                            2.76%


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



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

     Notes to Financial Statements


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

         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
  October  31, 1996, 940 million shares have been designated in total among 19
  series, of which 50 million have been designated as Defensive Series Class E
 Common Stock.

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

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

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
  by  the  Advisor  under  procedures  established  by  and  under the general
 supervision and responsibility of 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.


                                      11
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

     OTHER

          The preparation of financial statements in conformity with generally
  accepted  accounting  principles  requires  management to make estimates and
  assumptions  that  affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements  and  the  reported  amounts  of revenues and expenses during the
 reporting period.  Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 0.8% of the Fund's
  average  daily  net  assets.   The fee amounted to $3,940 for the year ended
 October 31, 1996.

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


                                      12
<PAGE>
Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (CONTINUED)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.0%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting to $17,893 for the year ended October 31, 1996, which is reflected
  as  a  reduction of expenses on the Statement of Operations.  The fee waiver
  and assumption of expenses by the Advisor is voluntary and may be terminated
 at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of  0.024%;  this  fee amounted to $118 for the year ended October 31,
 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 $6,840 for the
 year ended October 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $833,564 and $127,622, respectively, for the year ended October 31, 1996.

<TABLE>

<CAPTION>





5.  CAPITAL STOCK TRANSACTIONS

Transactions in shares of Defensive Series Class E Common Stock were:
                                                                        For the Year
                                                                       Ended 10/31/96

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

Sold                                                                           76,159   $766,290 
Reinvested                                                                      1,010     10,030 
Repurchased                                                                    (4,727)   (47,536)
Total                                                                          72,442    728,784 

</TABLE>


The Advisor owned 12,747 shares on October 31, 1996.


                                      13
<PAGE>

Notes to Financial Statements

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 October 31, 1996.

                              14
<PAGE>

Independent Auditors'Report

TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
AND SHAREHOLDERS OF DEFENSIVE SERIES:

         We have audited the accompanying statement of assets and liabilities,
  including  the  investment portfolio, of Defensive Series (one of the series
 constituting Manning & Napier Fund, Inc.) as of October 31, 1996, the related
  statements  of  operations  and  changes  in  net  assets  and the financial
  highlights for the year then ended. These financial statements and financial
 highlights are the responsibility of the Funds management. Our responsibility
  is  to  express  an  opinion  on  these  financial  statements and financial
 highlights based on our audit.

         We conducted our audit in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable assurance about whether the financial statements are free
  of  material  misstatement.  An  audit  includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  Our  procedures included confirmation of investments owned as of October 31,
  1996  by correspondence with the custodian. An audit also includes assessing
  the accounting principles used and significant estimates made by management,
  as  well  as  evaluating  the  overall  financial statement presentation. We
 believe that our audit provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
 present fairly, in all material respects, the financial position of Defensive
 Series at October 31, 1996, the results of its operations, the changes in its
  net  assets and its financial highlights for the respective stated period in
 conformity with generally accepted accounting principles.


DELOITTE & TOUCHE LLP

Boston, Massachusetts
November 19, 1996

                                      15
<PAGE>
<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                            Maximum Horizon Series

                                Annual Report
                               October 31, 1996


<PAGE>

Management Discussion and Analysis

Dear Shareholders:

          Since we last reported to you six months ago, the markets have again
 exhibited the upward and downward swings akin to the later stages of economic
  and  market  cycles.    Midway  through  this  period  we  saw the Dow Jones
  Industrial  Average  take  a considerable dive, only to end this semi-annual
  reporting  cycle above the record-breaking 6000 mark.  Likewise, the 30-year
  U.S.  Treasury yield rose to over 7% during this period, but bonds recovered
  nicely  by  the  end  of  October. However, as we have anticipated thus far,
  economic  growth  has remained moderate and inflation has remained in check,
  allowing  us  to  take  advantage  of  the buying opportunities that present
 themselves.

     These gyrations were caused by overreaction to short-term economic data. 
 Much as happened in March of this year, the news again raised fears of higher
  inflation and sent the Dow Jones Industrial Average plunging down 115 points
 on July 5th in what was only a half-day of trading due to the holiday.  Bonds
  followed  suit  with  the  yield  on  the  30-year  U.S. Treasury surging 25
  basis-points.    Many were left wondering whether the Federal Reserve Board 
  would raise the Fed Funds rate.  However, additional evidence throughout the
  summer  that  inflation and economic growth are under control led the Fed to
 again leave rates unchanged when they met during the last week of September.

      As we continue to adhere to our long-term overview for low inflation and
 lower interest rates, the July 5th correction created a buying opportunity in
 which we were able to lengthen the maturity of the bonds in the portfolio and
 move into equity sectors where valuations proved attractive.   We boosted our
  exposure  to  the  technology  sector, which was the hardest hit by the July
  decline,  and semiconductor stocks wound up posting the largest gains of any
  sector  during  the  third  quarter  of this year.  The stock portion of the
  portfolio  has  continued  emphasis in small ticket consumer stocks which we
  believe  have  been  branded  with  the  same iron as more cyclical consumer
  stocks,  thus creating a buying opportunity.  In addition, we have increased
 our exposure to the health care sector as valuations in that area have proved
 attractive as well.

                                      1
<PAGE>
Management Discussion and Analysis (continued)

      At a time when market valuations in general are high and the bull market
  is  aging,  it  is  important  to be discriminating about the levels of risk
  acceptable  in  funds  with different tolerances for volatility.  While this
  Series  has asset allocation discretion, it is designed to place emphasis on
  growth  rather  than on dampening volatility.  As a result, even though high
 market valuations bring the threat of cyclical volatility, the Series remains
 fairly heavily invested because, a) we are able to find individual securities
 at more attractive valuations than the market as a whole, and b) looking past
  the  immediate  cycle, we see long-term positive trends that should help the
 market.  As we continue to move through this mature bull market, we will hold
  fast  to  our disciplines of attempting to identify stocks of companies with
  strong  strategic  positioning  in  their  industry at attractive valuations
 versus long-term U.S. Treasury bonds.

     We wish you and yours all the best during this holiday season.

     Sincerely,


     Manning & Napier Advisors, Inc.


[GRAPHIC]
[PIE CHART]

Portfolio Composition - As of 10/31/96

Stocks - 72%
Bonds - 20%
Cash & Equivalents - 8%

                                   2

<PAGE>

Performance Update as of October 31, 1996

The value of a $10,000 investment in the Manning & Napier Fund, Inc. - Maximum
        Horizon  Series  from its inception (11/1/95) to present (10/31/96) as
    compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Maximum Horizon Series

                                                                   Total Return
                                                       Growth of
Through                                                 $10,000                   Average
10/31/96                                              Investment    Cumulative     Annual
<S>                                                   <C>          <C>            <C>

Inception 2                                           $    11,521         15.21%    15.21%
</TABLE>



<TABLE>

<CAPTION>



Standard & Poor's 500 Total Return Index

                                                       Total Return
                                           Growth of
Through                                     $10,000                   Average
10/31/96                                  Investment    Cumulative     Annual
<S>                                       <C>          <C>            <C>

Inception 2                               $    12,408         24.08%    24.08%
</TABLE>




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

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

[GRAPHIC]
LINE CHART

Data for Line Chart to follow:

<TABLE>

<CAPTION>



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

11/01/95  $                10,000  $                    10,000
01/31/96                   10,492                       11,001
04/30/96                   10,753                       11,376
07/31/96                   10,640                       11,196
10/31/96                   11,521                       12,408
</TABLE>



                              3
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                                              VALUE
                                                    SHARES  (NOTE 2)
COMMON STOCK - 72.40%
<S>                                                 <C>     <C>

AIR TRANSPORTATION- 2.43%
Federal Express Corp.*                                 475  $ 38,237 

APPAREL - 4.05%
VF Corp.                                               975    63,741 

CHEMICAL & ALLIED PRODUCTS - 2.88%

BIOLOGICAL PRODUCTS - 0.18%
Alliance Pharmaceutical Corp.*                         200     2,800 

HOUSEHOLD PRODUCTS -2.05%
Procter & Gamble Co.                                   325    32,175 

INDUSTRIAL ORGANIC CHEMICALS - 0.65%
International Specialty Products, Inc.*                600     6,525 
Varitronix International Ltd. (Note 7)              2,000     3,647 
                                                              10,172 
                                                              45,147 

COMMUNICATIONS - 4.01%
Stet Societa' Finanziaria Telefonica S.p.A. - ADR      950    32,894 
Telefonica de Espana - ADR                             500    30,125 
                                                              63,019 

COMPUTER EQUIPMENT - 0.19%
Cisco Systems, Inc.*                                    25     1,547 
Digital Equipment, Corp.*                               50     1,475 
                                                               3,022 

CRUDE PETROLEUM & NATURAL GAS - 2.60%
Seagull Energy Corp.*                                  125     2,703 
YPF Sociedad Anonima - ADR                           1,675    38,106 
                                                              40,809 

ELECTROMEDICAL APPARATUS - 3.78%
Nellcor Puritan Bennett, Inc.*                       3,050    59,475 

ELECTRONICS & ELECTRICAL EQUIPMENT - 7.04%

HOUSEHOLD APPLIANCES - 0.35%
Sunbeam Corporation, Inc.                              225     5,541 
</TABLE>



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

<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                          VALUE
                                                SHARES  (NOTE 2)
<S>                                             <C>     <C>

ELECTRONICS & ELECTRICAL EQUIPMENT (CONTINUED)

SEMICONDUCTORS - 5.33%
Altera Corp.*                                       50  $  3,100 
Intel Corp.                                        275    30,216 
Texas Instruments, Inc.                          1,050    50,531 
                                                          83,847 

TELECOMMUNICATION EQUIPMENT - 1.36%
BroadBand Technologies, Inc.*                      225     4,022 
DSC Communications Corp.*                           50       694 
General Instrument Corp.*                          825    16,603 
                                                          21,319 
                                                         110,707 

ENGINEERING SERVICES - 0.60%
Jacobs Engineering Group, Inc.*                    425     9,403 

FABRICATED METAL PRODUCTS - 0.40%
Keystone International, Inc.                       175     3,150 
Material Sciences Corp.*                           200     3,050 
                                                           6,200 

FOOD & BEVERAGES - 0.07%
Canandaigua Wine Co., Inc. - Class A*               50     1,125 

GLASS PRODUCTS - 0.15%
Libbey, Inc.                                       100     2,400 

HEALTH SERVICES - 3.29%
MedPartners, Inc.*                               2,300    48,588 
RehabCare Group, Inc.*                             150     2,681 
U. S. Physical Therapy, Inc.*                       50       462 
                                                          51,731 

HOLDING COMPANIES - 0.04%
Ek Chor China Motorcycle Co. Ltd.                  100       588 

PAPER & ALLIED PRODUCTS - 5.51%
Alco Standard Corp.                                725    33,622 
Fort Howard Corp.*                               1,250    32,031 
Kimberly-Clark Corp.                               225    20,981 
                                                          86,634 
</TABLE>



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

<TABLE>

<CAPTION>

Investment Portfolio - October 31, 1996



                                                   VALUE
                                         SHARES  (NOTE 2)

<S>                                      <C>     <C>

PLASTIC PRODUCTS - 0.01%
Sun Coast Industries, Inc.*                 325  $  1,259 

PRIMARY METAL INDUSTRIES - 0.16%
American Superconductor Corp.*              200     2,475 

RESTAURANTS - 4.43%
McDonald's Corp.                          1,500    66,562 
Morton's Restaurant Group, Inc.*            200     3,075 
                                                   69,637 

RETAIL - 18.99%
RETAIL - DEPARTMENT STORES - 3.15%
Nordstrom, Inc.                           1,375    49,586 

RETAIL - HOME FURNISHING STORES - 0.25%
Pier 1 Imports, Inc.                        275     3,850 

RETAIL - SHOE STORES - 0.30%
Brown Group, Inc.                           225     4,641 

RETAIL - SPECIALTY STORES - 13.50%
Fabri-Centers of America - Class A*       1,075    13,975 
Fabri-Centers of America - Class B*         900    11,700 
Fingerhut Companies, Inc.                 1,450    21,569 
Hancock Fabrics, Inc.                     1,250    10,625 
Home Depot, Inc.                            925    50,644 
Office Depot, Inc.*                         725    14,228 
Tandy Corp.                               1,575    59,259 
Toys "R" Us, Inc.*                          900    30,488 
                                                  212,488 


RETAIL - WHOLESALE - 1.79%
Coleman Company, Inc.*                    2,125    28,156 
                                                  298,721 

SOFTWARE - 4.69%
Founder Hong Kong Ltd.* (Note 7)          3,000     1,164 
Informix Corp.*                           1,100    24,406 
Oracle Corp.*                             1,075    45,486 
Symantec Corp.*                             250     2,719 
                                                   73,775 
</TABLE>



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



<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                              Principal Amount/      VALUE
                                                    SHARES         (NOTE 2)

<S>                                           <C>                 <C>


TECHNICAL INSTRUMENTS & SUPPLIES - 5.17%

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 5.07%
Eastman Kodak Co.                                          1,000  $   79,750 

SURGICAL & MEDICAL INSTRUMENTS - 0.10%
Allied Healthcare Products, Inc.*                            225       1,519 
                                                                      81,269 

UTILITIES-ELECTRIC - 1.91%
Enersis S.A.- ADR                                          1,025      30,109 

TOTAL COMMON STOCK
(Identified Cost $1,108,840)                                       1,139,483 

U.S. TREASURY BONDS - 20.13%

U.S. Treasury Bond, 6.875%,  8/15/2025
(Identified Cost $308,435)                    $          310,000     316,878 

SHORT-TERM INVESTMENTS - 7.45%
U.S. Treasury Bill, 11/29/1996                            40,000      39,849 
Dreyfus U.S. Treasury Money Market Reserves               77,394      77,394 

TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $117,243 )                                          117,243 

TOTAL INVESTMENTS - 99.98%
(Identified Cost $1,534,518 )                                      1,573,604 

OTHER ASSETS, LESS LIABILITIES - 0.02%                                   387 

NET ASSETS - 100%                                                 $1,573,991 

</TABLE>


*Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $1,536,040 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments in
which there was an excess of value over tax cost                                   $ 68,096 

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost over value                                    (30,532)

UNREALIZED APPRECIATION - NET                                                      $ 37,564 

</TABLE>



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

<TABLE>

<CAPTION>



Statement of Assets and Liabilities


OCTOBER 31, 1996
<S>                                                         <C>

ASSETS:

Investments, at value (Identified Cost $1,534,518)(Note 2)  $1,573,604
Interest receivable                                              4,517
Dividends receivable                                               218
Receivable from investment advisor (Note 3)                     19,574

TOTAL ASSETS                                                 1,597,913


LIABILITIES:

Accrued Directors' fees (Note 3)                                 6,839
Transfer agent fees payable (Note 3)                               105
Audit fee payable                                                7,225
Other payables and accrued expenses                              6,105
Payable for securities purchased                                 3,648

TOTAL LIABILITIES                                               23,922

NET ASSETS FOR 138,282 SHARES OUTSTANDING                   $1,573,991


NET ASSETS CONSIST OF:

Capital stock                                               $    1,383
Additional paid-in-capital                                   1,519,745
Undistributed net investment income                              3,342
Accumulated net realized gain on investments                    10,435
Net unrealized appreciation on investments                      39,086

TOTAL NET ASSETS                                            $1,573,991

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($1,573,991/138,282 shares)                                 $    11.38

</TABLE>



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

<TABLE>

<CAPTION>




Statement of Operations



FOR THE YEAR ENDED OCTOBER 31, 1996
<S>                                                       <C>

INVESTMENT INCOME:

Interest                                                  $  9,431 
Dividends                                                    3,422 

Total Investment Income                                     12,853 


EXPENSES:

Management fees (Note 3)                                     4,377 
Directors' fees (Note 3)                                     6,839 
Transfer agent fees (Note 3)                                   105 
Audit fee                                                    8,000 
Registration and filing fees                                 4,550 
Custodian fee                                                4,237 
Miscellaneous                                                1,146 

Total Expenses                                              29,254 

Less Waiver of Expenses (Note 3)                           (23,951)

Net Expenses                                                 5,303 

NET INVESTMENT INCOME                                        7,550 


REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments (identified cost basis)    10,435 
Net change in unrealized appreciation on investments        39,086 

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS             49,521 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 57,071 

</TABLE>


The accompanying notes are an integral part of the financial statements.
                                      9
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets



                                                         For the Year
                                                            Ended
                                                           10/31/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>

OPERATIONS:

Net investment income                                   $       7,550 
Net realized gain on investments                               10,435 
Net change in unrealized appreciation on investments           39,086 

Net increase in net assets from operations                     57,071 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                     (4,208)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                    1,521,128 

Net increase in net assets                                  1,573,991 


NET ASSETS:

Beginning of period                                                 - 

End of period (including undistributed net investment
   income of $3,342)                                    $   1,573,991 

</TABLE>



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

<TABLE>

<CAPTION>




Financial Highlights


                                                                                    For the Year
                                                                                       Ended
                                                                                      10/31/96
Per share data (for a share outstanding throughout
the period):
<S>                                                                                <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                             $       10.00 
Income from investment operations:
Net investment income                                                                      0.155 
Net realized and unrealized gain on investments                                            1.356 

Total from investment operations                                                           1.511 

Less distributions to shareholders:
   From net investment income                                                             (0.131)

NET ASSET VALUE - END OF PERIOD                                                    $       11.38 

Total return 1                                                                             15.21%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                                               1.20%
    Net investment income*                                                                  1.71%

Portfolio turnover                                                                            95%

Average commission rate paid                                                       $      0.0655 

NET ASSETS - END OF PERIOD (000'S OMITTED)                                         $       1,574 

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

Net investment income                                                              $       0.037 

Ratios (to average net assets):
   Expenses                                                                                 2.50%
   Net investment income                                                                    0.41%

1 Represents aggregate total return for the period indicated


</TABLE>


The accompanying notes are an integral part of the financial statements.
                                      11
<PAGE>

Notes to Financial Statements


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

         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
  October  31, 1996, 940 million shares have been designated in total among 19
  series,  of which 100 million have been designated as Maximum Horizon Series
 Class B Common Stock.

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

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

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
  by  the  Advisor  under  procedures  established  by  and  under the general
 supervision and responsibility of 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.


                                      12
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

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

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

                                      13
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     OTHER

          The preparation of financial statements in conformity with generally
  accepted  accounting  principles  requires  management to make estimates and
  assumptions  that  affect  the reorted amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements  and  the  reported  amounts  of revenues and expenses during the
 reporting period.  Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.   The fee amounted to $4,377 for the year ended
 October 31, 1996.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.2%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting to $19,574 for the year ended October 31, 1996, which is reflected
  as  a  reduction of expenses on the Statement of Operations.  The fee waiver
  and assumption of expenses by the Advisor is voluntary and may be terminated
 at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of  0.024%;  this fee  amounted to $105 for the year ended October 31,
 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 $6,839 for the
 year ended October 31, 1996.


                                      14
<PAGE>

Notes to Financial Statements

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $1,833,788 and $426,775, respectively, for the year ended October 31, 1996.

5.  CAPITAL STOCK TRANSACTIONS

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

<CAPTION>




                                                       For the Year
                                                      Ended 10/31/96
                                                          Shares         Amount
                                                      ---------------  -----------
<S>                                                   <C>              <C>

Sold                                                         148,143   $1,624,294 
Reinvested                                                       390        4,209 
Repurchased                                                  (10,251)    (107,375)
Total                                                        138,282   $1,521,128 


The Advisor owned 12,654 shares on October 31, 1996.
</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 October 31, 1996.

7.     FOREIGN SECURITIES
          Investing in securities of foreign companies and foreign governments
  involves  special  risks  and  considerations  not typically associated with
  investing in securities of U.S. companies and the United States government. 
 These risks include revaluation of currencies and potential 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.

                                      15
<PAGE>

Independen Auditors'Report

     TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
     AND SHAREHOLDERS OF MAXIMUM HORIZON SERIES:

         We have audited the accompanying statement of assets and liabilities,
  including  the  investment  portfolio, of Maximum Horizon Series (one of the
  series constituting Manning & Napier Fund, Inc.) as of October 31, 1996, the
  related statements of operations and changes in net assets and the financial
  highlights for the year then ended. These financial statements and
  financial  highlights  are  the  responsibility of the Funds management. Our
  responsibility  is  to  express an opinion on these financial statements and
 financial highlights based on our audit.

         We conducted our audit in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable assurance about whether the financial statements are free
  of  material  misstatement.  An  audit  includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  Our  procedures included confirmation of investments owned as of October 31,
 1996 by correspondence with the custodian and brokers. An audit also includes
  assessing  the  accounting principles used and significant estimates made by
  management,  as  well  as  evaluating  the  overall  financial  statement
  presentation.  We  believe that our audit provide a reasonable basis for our
 opinion.

          In  our  opinion, such financial statements and financial highlights
  present  fairly, in all material respects, the financial position of Maximum
  Horizon  Series  at  October  31,  1996,  the results of its operations, the
  changes  in  its  net assets and its financial highlights for the respective
 stated periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996

                                      16
<PAGE>
<PAGE>
<PAGE>

                         Manning & Napier Fund, Inc.

                              Tax Managed Series

                                Annual Report
                               October 31, 1996


<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

        We have reached the close of the first fiscal year for the Tax Managed
  Series  of  the  Manning  &  Napier  Fund.    By drawing upon the investment
  strategies  and  disciplines  of  the  Funds Advisor, the Series has pursued
 levels of return associated with the stock market while minimizing the impact
 of taxes.

      Given the ultimate goal of this Series and the long-term investment time
  horizon of the shareholders, we have continued to adhere to our buy and hold
  strategy  that  aims to minimize the amount of realized gains.  Our turnover
 rate during the past six months is relatively low, with steps taken to offset
  taxable  gains by realizing losses when the Advisor deems it to be prudent. 
  In  addition,  the  Series did not pay out any dividends during this period,
  another  factor  that  can  impact  taxes.  The Series has also continued to
  invest  its  assets  in equity securities, selecting companies that meet our
  investment  strategies  and  have  strong  long-term business prospects.  Of
  course,  the  goals  of  the  Series are long-term, so performance should be
 evaluated over the long-term.  However, this approach has worked well for the
 Series thus far, with satisfying short-term performance results.

       We will continue to look for the best long-term equity investments that
  present  attractive valuations and to strive to minimize realized gains.  We
  expect  this  strategy  to  prove  itself to your taxation concerns and your
 long-term performance goals.

     We wish you and yours all the best during this holiday season.

     Sincerely,



     Manning & Napier Advisors, Inc.

                                      1
<PAGE>

[GRAPHIC]
[PIE CHART]

Portfolio Composition - As of 10/31/96

Apparel - 3%
Air Transportation - 4%
Chemicals & Allied Products - 8%
Communications - 3%
Electromedical Apparatus - 3%
Electronics & Electrical Equipment - 23%
Health Services - 5%
Paper Mills - 6%
Photographic Equipment & Supplies - 5%
Restaurants - 5%
Retail - 19%
Software - 4%
Miscellaneous* - 12%

* Miscellaneous includes:
Computer Equipment
Fabricated Metal Products
Glass Products
Primary Metal Industries
Printing & Publishing
Utilities - Electric
Cash & Equivalents

                                                        2

<PAGE>

Performance Update as of October 31, 1996

        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
  Tax  Managed  Series  from  its inception (11/1/95) to present (10/31/96) as
 compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Tax Managed Series

                                                               Total Return
                                                   Growth of
Through                                             $10,000                   Average
10/31/96                                          Investment    Cumulative     Annual
<S>                                               <C>          <C>            <C>

Inception 2                                       $    11,630         16.30%    16.30%
</TABLE>




<TABLE>

<CAPTION>





Standard & Poor's (S&P) 500 Total Return Index

                                                               Total Return
                                                   Growth of
Through                                             $10,000                   Average
10/31/96                                          Investment    Cumulative     Annual
<S>                                               <C>          <C>            <C>

Inception 2                                       $    12,408         24.08%    24.08%
</TABLE>




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

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

[GRAPHIC]
LINE CHART


Data for Line Chart to follow:
<TABLE>

<CAPTION>




           Manning & Napier    Standard & Poors (S&P) 500
          Tax Managed Series       Total Return Index
<S>       <C>                  <C>

11/01/95  $            10,000  $                    10,000
01/31/96               10,100                       11,001
04/30/96               10,980                       11,376
07/31/96                10770                       11,196
10/31/96               11,630                       12,408
</TABLE>



                              3
<PAGE>
<TABLE>

<CAPTION>



Investment Portfolio - October 31, 1996

                                                       VALUE
                                             SHARES  (NOTE 2)
COMMON STOCK -  97.50%
<S>                                          <C>     <C>

AIR TRANSPORTATION - 3.59%
Federal Express Corp.*                          100  $  8,050 
                                                     ---------

APPAREL - 2.91%
VF Corp.                                        100     6,537 
                                                     ---------

CHEMICAL & ALLIED PRODUCTS - 8.34%

BIOLOGICAL PRODUCTS - 2.03%
Alliance Pharmaceutical Corp.*                  325     4,550 
                                                     ---------

HOUSEHOLD PRODUCTS - 6.31%
Colgate-Palmolive Co.                           100     9,200 
Procter & Gamble Co.                             50     4,950 
                                                       14,150 
                                                       18,700 

COMMUNICATIONS - 2.69%
Telefonica de Espana - ADR                      100     6,025 
                                                     ---------

COMPUTER EQUIPMENT - 1.31%
Digital Equipment, Corp.*                       100     2,950 
                                                     ---------

ELECTROMEDICAL APPARATUS - 2.61%
Nellcor Puritan Bennett, Inc.*                  300     5,850 
                                                     ---------

ELECTRONICS & ELECTRICAL EQUIPMENT - 22.72%

HOUSEHOLD APPLIANCES - 4.39%
Sunbeam Corporation, Inc.                       400     9,850 
                                                     ---------

SEMICONDUCTORS - 14.33%
Altera Corp.*                                   175    10,850 
Intel Corp.                                     150    16,481 
Texas Instruments, Inc.                         100     4,812 
                                                       32,143 

TELECOMMUNICATION EQUIPMENT - 4.00%
BroadBand Technologies, Inc.*                   250     4,469 
General Instrument Corp.*                       225     4,528 
                                                        8,997 
                                                       50,990 
</TABLE>



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

                                      4
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996


                                                    VALUE
                                           SHARES  (NOTE 2)

<S>                                        <C>     <C>


FABRICATED METAL PRODUCTS - 1.53%
Material Sciences Corp.*                      225   $3,431 

GLASS PRODUCTS - 1.34%
Libbey, Inc.                                  125    3,000 

HEALTH SERVICES - 5.16%
MedPartners, Inc.*                            302    6,380 
RehabCare Group, Inc.*                        175    3,128 
U. S. Physical Therapy, Inc.*                 225    2,081 
                                                    11,589 

PAPER MILLS - 6.15%
Fort Howard Corp.*                            175    4,484 
Kimberly-Clark Corp.                          100    9,325 
                                                    13,809 

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 5.33%
Eastman Kodak Co.                             150   11,962 
                                                   --------

PRIMARY METAL INDUSTRIES - 2.16%
Gibraltar Steel Corp.*                        200    4,850 
                                                   --------

PRINTING & PUBLISHING - 1.60%
Playboy Enterprises, Inc. - Class B*          300    3,600 
                                                   --------

RESTAURANTS - 5.33%
McDonald's Corp.                              200    8,875 
Morton's Restaurant Group, Inc.*              200    3,075 
                                                    11,950 

RETAIL - 18.84%
RETAIL - HOME FURNISHING STORES - 2.18%
Pier 1 Imports, Inc.                          350    4,900 

RETAIL - SPECIALTY STORES - 14.00%
Fingerhut Companies, Inc.                     500    7,438 
Home Depot, Inc.                              175    9,581 
Office Depot, Inc.*                           350    6,869 
Tandy Corp.                                   200    7,525 
                                                    31,413 
</TABLE>



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

                                      5
<PAGE>

<TABLE>

<CAPTION>




Investment Portfolio - October 31, 1996

                                                        VALUE
                                              SHARES  (NOTE 2)

<S>                                           <C>     <C>

RETAIL (CONTINUED)

RETAIL - VARIETY STORES - 2.66%
Family Dollar Stores, Inc.                       350   $ 5,950 
                                                        42,263 

SOFTWARE - 3.93%
Informix Corp.*                                  250     5,549 
Symantec Corp.*                                  300     3,263 
                                                         8,812 

UTILITIES-ELECTRIC - 1.96%
Enersis S.A.- ADR                                150     4,406 
                                                      ---------

TOTAL COMMON STOCK
(Identified Cost $187,623)                             218,774 
                                                      ---------

SHORT-TERM INVESTMENTS - 2.30%
Dreyfus U.S. Treasury Money Market Reserves
(Identified Cost $5,148)                       5,148     5,148 
                                                      ---------

TOTAL INVESTMENTS - 99.80%
(Identified Cost $192,771)                             223,922 

OTHER ASSETS, LESS LIABILITIES - 0.20%                     458 
                                                      ---------

NET ASSETS - 100%                                     $224,380 
                                                      =========


</TABLE>



*Non-income producing security

<TABLE>

<CAPTION>





FEDERAL TAX INFORMATION:

At October 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $192,771 was as follows:
<S>                                                                                <C>

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                $37,610 

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost value                                         (6,459)

UNREALIZED APPRECIATION - NET                                                      $31,151 


</TABLE>



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

                                      6
<PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities



OCTOBER 31, 1996
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $192,771)(Note 2)  $223,922 
Dividends receivable                                            97 
Receivable from investment advisor (Note 3)                 20,327 

TOTAL ASSETS                                               244,346 


LIABILITIES:

Accrued Directors' fees (Note 3)                             6,840 
Transfer agent fees payable (Note 3)                            45 
Audit fee payable                                            7,225 
Other payables and accrued expenses                          5,856 

TOTAL LIABILITIES                                           19,966 

NET ASSETS FOR 19,300 SHARES OUTSTANDING                  $224,380 


NET ASSETS CONSIST OF:

Capital stock                                             $    193 
Additional paid-in-capital                                 193,281 
Accumulated net realized loss on investments                  (245)
Net unrealized appreciation on investments                  31,151 

TOTAL NET ASSETS                                          $224,380 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($224,380 / 19,300 shares)                                $  11.63 

</TABLE>



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

                                      7
<PAGE>
<TABLE>

<CAPTION>




Statement of Operations


FOR THE YEAR ENDED OCTOBER 31, 1996
<S>                                                       <C>

INVESTMENT INCOME:

Dividends                                                 $  1,477 
Interest                                                       381 

Total Investment Income                                      1,858 


EXPENSES:

Management fees (Note 3)                                     1,867 
Directors' fees (Note 3)                                     6,840 
Transfer agent fees (Note 3)                                    45 
Audit fee                                                    8,000 
Custodian fee                                                2,254 
Miscellaneous                                                5,436 

Total Expenses                                              24,442 

Less Waiver of Expenses (Note 3)                           (22,194)

Net Expenses                                                 2,248 

NET INVESTMENT LOSS                                           (390)


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)      (245)
Net change in unrealized appreciation on investments        31,151 

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                           30,906 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 30,516 

</TABLE>



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

                                      8
<PAGE>

<TABLE>

<CAPTION>




Statement of Changes in Net Assets

                                                        For the Year
                                                           Ended
                                                          10/31/96
                                                       --------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                    <C>

OPERATIONS:

Net investment loss                                    $        (390)
Net realized loss on investments                                (245)
Net change in unrealized appreciation on investments          31,151 

Net increase in net assets from operations                    30,516 


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                     193,864 


Net increase in net assets                                   224,380 


NET ASSETS:

Beginning of period                                                - 

End of period (including accumulated net investment
   loss of $0)                                         $     224,380 


</TABLE>



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

                                      9
<PAGE>
<TABLE>

<CAPTION>




Financial Highlights

                                                                                  For the Year
                                                                                     Ended
                                                                                    10/31/96
                                                                                 --------------
Per share data (for a share outstanding throughout
the period):
<S>                                                                              <C>

NET ASSET VALUE - BEGINNING  OF PERIOD                                           $       10.00 

Income from investment operations:
   Net investment loss                                                                  (0.020)
   Net realized and unrealized gain (loss)
      on investments                                                                     1.650 

Total from investment operations                                                         1.630 

NET ASSET VALUE - END OF PERIOD                                                  $       11.63 

Total return 1                                                                           16.30%

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

Portfolio turnover                                                                          78%

Average commission rate paid                                                     $      0.0757 

NET ASSETS - END OF PERIOD (000'S OMITTED)                                       $         224 

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

Net investment loss                                                                    ($0.144)

Ratios (to average net assets):
   Expenses                                                                               2.50%
   Net investment loss                                                                  (1.51%)

1 Represents aggregate total return for the period indicated

</TABLE>



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

                                      10
<PAGE>

Notes to Financial Statements

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

         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
  October  31, 1996, 940 million shares have been designated in total among 19
  series, of which 50 million have been designated as Tax Managed Series Class
 H Common Stock.

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

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

         Securities for which representative prices are not available from the
  Fund's  pricing service are valued at fair value as determined in good faith
  by  the  Advisor  under  procedures  established  by  and  under the general
 supervision and responsibility of 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.


                                      11
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES (CONTINUED)

     At October 31, 1996, the Fund, for federal income tax purposes, has a 
     capital loss carry forward of $245 which will expire on October 31, 2004.

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

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

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

During the year ended October 31, 1996, $390 was reclassified from accumulated
       net investment loss to additional paid-in-capital.

     OTHER

          The preparation of financial statements in conformity with generally
  accepted  accounting  principals  requires  management to make estimates and
  assumptions  that  affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the financial
  statements  and  the  reported  amounts  of revenues and expenses during the
 reporting period.  Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.   The fee amounted to $1,867 for the year ended
 October 31, 1996.

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


                                      12
<PAGE>
Notes to Financial Statements
3.     TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.2%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting to $20,327 for the year ended October 31, 1996, which is reflected
  as  a  reduction of expenses on the Statement of Operations.  The fee waiver
  and assumption of expenses by the Advisor is voluntary and may be terminated
 at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
 rate of 0.024%; this fee amounted to $45 for the year ended October 31, 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 $6,840 for the
 year ended October 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES
     Purchases and sales of securities, other than short-term securities, were
 $321,147 and $133,279, respectively, for the year ended October 31, 1996.

5.     CAPITAL STOCK TRANSACTIONS
     Transactions in shares of  Tax Managed Series Class H Common Stock were:
<TABLE>

<CAPTION>




              For the Year
             Ended 10/31/96
             ---------------      
                 Shares        Amount
             ---------------  ---------
<S>          <C>              <C>

Sold                 23,344   $235,926 
Repurchased          (4,044)   (42,062)
Total                19,300    193,864 
</TABLE>


The Advisor owned 12,500 shares on October 31, 1996.


                                      13
<PAGE>

Notes to Financial Statements


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 October 31, 1996.

                                      14
<PAGE>

Independent Auditors' Report

     TO THE DIRECTORS OF MANNING & NAPIER FUND, INC.
     AND SHAREHOLDERS OF TAX MANAGED SERIES:

         We have audited the accompanying statement of assets and liabilities,
  including the investment portfolio, of Tax Managed Series (one of the series
 constituting Manning & Napier Fund, Inc.) as of October 31, 1996, the related
  statements  of  operations  and  changes  in  net  assets  and the financial
  highlights for the year then ended. These financial statements and financial
 highlights are the responsibility of the Funds management. Our responsibility
  is  to  express  an  opinion  on  these  financial  statements and financial
 highlights based on our audit.

         We conducted our audit in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable assurance about whether the financial statements are free
  of  material  misstatement.  An  audit  includes examining, on a test basis,
  evidence supporting the amounts and disclosures in the financial statements.
  Our  procedures included confirmation of investments owned as of October 31,
  1996  by correspondence with the custodian. An audit also includes assessing
  the accounting principles used and significant estimates made by management,
  as  well  as  evaluating  the  overall  financial statement presentation. We
 believe that our audit provide a reasonable basis for our opinion.

          In  our  opinion, such financial statements and financial highlights
  present  fairly,  in  all  material  respects, the financial position of Tax
  Managed  Series  at  October  31,  1996,  the results of its operations, the
  changes  in  its  net assets and its financial highlights for the respective
 stated periods in conformity with generally accepted accounting principles.

     DELOITTE & TOUCHE LLP

     Boston, Massachusetts
     November 19, 1996


                                      15
<PAGE>




<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          BLENDED ASSET SERIES I
<NUMBER>                        11

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           17,298,801
<INVESTMENTS-AT-VALUE>          17,687,247
<RECEIVABLES>                   175,209
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  17,864,456
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       68,948
<TOTAL-LIABILITIES>             68,948
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        16,792,426
<SHARES-COMMON-STOCK>           1,588,453
<SHARES-COMMON-PRIOR>           888,146
<ACCUMULATED-NII-CURRENT>       319,657
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         292,979
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        388,446
<NET-ASSETS>                    17,793,508
<DIVIDEND-INCOME>               41,029
<INTEREST-INCOME>               555,989
<OTHER-INCOME>                  0
<EXPENSES-NET>                  146,530
<NET-INVESTMENT-INCOME>         450,488
<REALIZED-GAINS-CURRENT>        299,745
<APPREC-INCREASE-CURRENT>       105,808
<NET-CHANGE-FROM-OPS>           856,041
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       130,831
<DISTRIBUTIONS-OF-GAINS>        39,818
<DISTRIBUTIONS-OTHER>           0       
<NUMBER-OF-SHARES-SOLD>         940,658
<NUMBER-OF-SHARES-REDEEMED>     255,975
<SHARES-REINVESTED>             15,624
<NET-CHANGE-IN-ASSETS>          8,275,013
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       33,052
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           121,924
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 159,969
<AVERAGE-NET-ASSETS>            14,387,868
<PER-SHARE-NAV-BEGIN>           10.72
<PER-SHARE-NII>                 0.293
<PER-SHARE-GAIN-APPREC>         0.307
<PER-SHARE-DIVIDEND>            0.092
<PER-SHARE-DISTRIBUTIONS>       0.028
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             11.20
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        





</TABLE>

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          BLENDED ASSET SERIES II
<NUMBER>                        12

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           30,078,823
<INVESTMENTS-AT-VALUE>          32,539,806
<RECEIVABLES>                   269,442
<ASSETS-OTHER>                  251,260
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  33,060,508
<PAYABLE-FOR-SECURITIES>        3,705
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       58,105
<TOTAL-LIABILITIES>             61,810
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        29,012,456
<SHARES-COMMON-STOCK>           2,529,773
<SHARES-COMMON-PRIOR>           1,717,706
<ACCUMULATED-NII-CURRENT>       475,782
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         1,049,477
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        2,460,983
<NET-ASSETS>                    32,998,698
<DIVIDEND-INCOME>               126,421
<INTEREST-INCOME>               771,893
<OTHER-INCOME>                  0
<EXPENSES-NET>                  271,421
<NET-INVESTMENT-INCOME>         566,893
<REALIZED-GAINS-CURRENT>        1,053,546
<APPREC-INCREASE-CURRENT>       1,209,793
<NET-CHANGE-FROM-OPS>           2,830,232
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       92,412
<DISTRIBUTIONS-OF-GAINS>        138,618
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         1,030,732
<NUMBER-OF-SHARES-REDEEMED>     237,451
<SHARES-REINVESTED>             18,786
<NET-CHANGE-IN-ASSETS>          12,479,763
<ACCUMULATED-NII-PRIOR>         1,301
<ACCUMULATED-GAINS-PRIOR>       134,549
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           225,830
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 274,949
<AVERAGE-NET-ASSETS>            27,044,211
<PER-SHARE-NAV-BEGIN>           11.95
<PER-SHARE-NII>                 0.227
<PER-SHARE-GAIN-APPREC>         0.963
<PER-SHARE-DIVIDEND>            0.040
<PER-SHARE-DISTRIBUTIONS>       0.060
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             13.04
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        






</TABLE>

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          DEFENSIVE SERIES
<NUMBER>                        2
       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  NOV-01-1995
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           733,461
<INVESTMENTS-AT-VALUE>          732,325
<RECEIVABLES>                   32,834
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  765,159
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       19,954
<TOTAL-LIABILITIES>             19,954
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        728,784
<SHARES-COMMON-STOCK>           72,442
<SHARES-COMMON-PRIOR>           0
<ACCUMULATED-NII-CURRENT>       11,048
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         6,509
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        (1,136)
<NET-ASSETS>                    745,205
<DIVIDEND-INCOME>               798
<INTEREST-INCOME>               25,219
<OTHER-INCOME>                  0
<EXPENSES-NET>                  4,938
<NET-INVESTMENT-INCOME>         21,079
<REALIZED-GAINS-CURRENT>        6,509
<APPREC-INCREASE-CURRENT>       (1,136)
<NET-CHANGE-FROM-OPS>           26,452
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       10,031
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         76,159
<NUMBER-OF-SHARES-REDEEMED>     4,727
<SHARES-REINVESTED>             1,010
<NET-CHANGE-IN-ASSETS>          745,205
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           3,940
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 26,771
<AVERAGE-NET-ASSETS>            477,088
<PER-SHARE-NAV-BEGIN>           10.00
<PER-SHARE-NII>                 0.349
<PER-SHARE-GAIN-APPREC>         0.137
<PER-SHARE-DIVIDEND>            0.196
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.29
<EXPENSE-RATIO>                 1.00
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        







</TABLE>

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES I
<NUMBER>                        13

       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           488,080
<INVESTMENTS-AT-VALUE>          491,661
<RECEIVABLES>                   19,233
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  510,894
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       17,997
<TOTAL-LIABILITIES>             17,997
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        481,588
<SHARES-COMMON-STOCK>           47,974
<SHARES-COMMON-PRIOR>           24,989
<ACCUMULATED-NII-CURRENT>       5,336
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         2,392
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        3,581
<NET-ASSETS>                    492,897
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               17,994
<OTHER-INCOME>                  0
<EXPENSES-NET>                  2,115
<NET-INVESTMENT-INCOME>         15,879
<REALIZED-GAINS-CURRENT>        2,919
<APPREC-INCREASE-CURRENT>       (3,729)
<NET-CHANGE-FROM-OPS>           15,069 
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       10,555
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         46,304
<NUMBER-OF-SHARES-REDEEMED>     24,368
<SHARES-REINVESTED>             1,049
<NET-CHANGE-IN-ASSETS>          236,443
<ACCUMULATED-NII-PRIOR>         12
<ACCUMULATED-GAINS-PRIOR>       (527)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,057
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 19,495
<AVERAGE-NET-ASSETS>            367,724
<PER-SHARE-NAV-BEGIN>           10.26
<PER-SHARE-NII>                 (0.101)
<PER-SHARE-GAIN-APPREC>         0.310 
<PER-SHARE-DIVIDEND>            0.300
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.270
<EXPENSE-RATIO>                 0.700
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        







</TABLE>

<TABLE> <S> <C>

<ARTICLE>                      6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES II
<NUMBER>                        14
       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           461,153
<INVESTMENTS-AT-VALUE>          477,253
<RECEIVABLES>                   21,650
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  498,903
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       17,609
<TOTAL-LIABILITIES>             17,609
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        456,157
<SHARES-COMMON-STOCK>           47,655
<SHARES-COMMON-PRIOR>           42,545
<ACCUMULATED-NII-CURRENT>       8,750
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         287
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        16,100
<NET-ASSETS>                    481,294
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               23,842
<OTHER-INCOME>                  0
<EXPENSES-NET>                  3,002
<NET-INVESTMENT-INCOME>         20,840
<REALIZED-GAINS-CURRENT>        289
<APPREC-INCREASE-CURRENT>       (12,780)
<NET-CHANGE-FROM-OPS>           8,349 
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       12,453
<DISTRIBUTIONS-OF-GAINS>        2,503
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         7,361
<NUMBER-OF-SHARES-REDEEMED>     3,711
<SHARES-REINVESTED>             1,460
<NET-CHANGE-IN-ASSETS>          43,268  
<ACCUMULATED-NII-PRIOR>         363
<ACCUMULATED-GAINS-PRIOR>       2,501
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           1,688
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 19,402
<AVERAGE-NET-ASSETS>            450,180
<PER-SHARE-NAV-BEGIN>           10.30
<PER-SHARE-NII>                 0.445
<PER-SHARE-GAIN-APPREC>         (0.315)
<PER-SHARE-DIVIDEND>            0.270
<PER-SHARE-DISTRIBUTIONS>       0.060
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.10
<EXPENSE-RATIO>                 0.800
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        





</TABLE>

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>                          FLEXIBLE YIELD SERIES III
<NUMBER>                        15
       

<CAPTION>



<S>                             <C>         

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  JAN-01-1996
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           1,050,503
<INVESTMENTS-AT-VALUE>          1,088,386
<RECEIVABLES>                   27,227
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  1,115,613
<PAYABLE-FOR-SECURITIES>        0
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       17,749
<TOTAL-LIABILITIES>             17,749
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        1,038,423
<SHARES-COMMON-STOCK>           108,427
<SHARES-COMMON-PRIOR>           110,331
<ACCUMULATED-NII-CURRENT>       16,958
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         4,600
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        37,883
<NET-ASSETS>                    1,097,864 
<DIVIDEND-INCOME>               0
<INTEREST-INCOME>               60,867
<OTHER-INCOME>                  0
<EXPENSES-NET>                  7,569
<NET-INVESTMENT-INCOME>         53,298
<REALIZED-GAINS-CURRENT>        4,772
<APPREC-INCREASE-CURRENT>       (60,560)
<NET-CHANGE-FROM-OPS>           (2,490)
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       36,728
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         6,096
<NUMBER-OF-SHARES-REDEEMED>     11,073
<SHARES-REINVESTED>             3,073
<NET-CHANGE-IN-ASSETS>          (61,360)
<ACCUMULATED-NII-PRIOR>         388
<ACCUMULATED-GAINS-PRIOR>       (172)
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           4,454
<INTEREST-EXPENSE>              0
<GROSS-EXPENSE>                 24,419
<AVERAGE-NET-ASSETS>            1,076,583
<PER-SHARE-NAV-BEGIN>           10.51
<PER-SHARE-NII>                 0.497
<PER-SHARE-GAIN-APPREC>         (0.532)
<PER-SHARE-DIVIDEND>            0.345
<PER-SHARE-DISTRIBUTIONS>       0
<RETURNS-OF-CAPITAL>            0
<PER-SHARE-NAV-END>             10.13
<EXPENSE-RATIO>                 0.85
<AVG-DEBT-OUTSTANDING>          0
<AVG-DEBT-PER-SHARE>            0
        






</TABLE>

<TABLE> <S> <C>

<ARTICLE>                       6
<LEGEND>
<RESTATED>
<CIK>                           0000751173
<NAME>                          MANNING AND NAPIER FUND, INC.
<SERIES>
<NAME>                          MAXIMUM HORIZON  SERIES
<NUMBER>                        5


       

<CAPTION>



<S>                             <C>

<MULTIPLIER>                    1
<CURRENCY>                      1
<FISCAL-YEAR-END>               OCT-31-1996
<PERIOD-START>                  NOV-01-1995
<PERIOD-END>                    OCT-31-1996
<PERIOD-TYPE>                   YEAR
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>           1,534,518
<INVESTMENTS-AT-VALUE>          1,573,604
<RECEIVABLES>                   24,309
<ASSETS-OTHER>                  0
<OTHER-ITEMS-ASSETS>            0
<TOTAL-ASSETS>                  1,597,913
<PAYABLE-FOR-SECURITIES>        3,648
<SENIOR-LONG-TERM-DEBT>         0
<OTHER-ITEMS-LIABILITIES>       20,274
<TOTAL-LIABILITIES>             23,922
<SENIOR-EQUITY>                 0
<PAID-IN-CAPITAL-COMMON>        1,512,128
<SHARES-COMMON-STOCK>           138,282
<SHARES-COMMON-PRIOR>           0
<ACCUMULATED-NII-CURRENT>       3,342
<OVERDISTRIBUTION-NII>          0
<ACCUMULATED-NET-GAINS>         10,435
<OVERDISTRIBUTION-GAINS>        0
<ACCUM-APPREC-OR-DEPREC>        39,086
<NET-ASSETS>                    1,573,991
<DIVIDEND-INCOME>               3,422
<INTEREST-INCOME>               9,431
<OTHER-INCOME>                  0
<EXPENSES-NET>                  5,303
<NET-INVESTMENT-INCOME>         7,550
<REALIZED-GAINS-CURRENT>        10,435
<APPREC-INCREASE-CURRENT>       39,086
<NET-CHANGE-FROM-OPS>           57,071
<EQUALIZATION>                  0
<DISTRIBUTIONS-OF-INCOME>       4,208
<DISTRIBUTIONS-OF-GAINS>        0
<DISTRIBUTIONS-OTHER>           0
<NUMBER-OF-SHARES-SOLD>         148,143
<NUMBER-OF-SHARES-REDEEMED>     10,251
<SHARES-REINVESTED>             390
<NET-CHANGE-IN-ASSETS>          1,573,991
<ACCUMULATED-NII-PRIOR>         0
<ACCUMULATED-GAINS-PRIOR>       0
<OVERDISTRIB-NII-PRIOR>         0
<OVERDIST-NET-GAINS-PRIOR>      0
<GROSS-ADVISORY-FEES>           4,377
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