MANNING & NAPIER FUND INC
N-30D, 1997-02-26
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February 14, 1997


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

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

Dear Shareholder:

Enclosed  are copies of the Annual Reports for each of the above Series of the
Manning  & Napier Fund in which you owned shares as of December 31, 1996.  The
reports  include information about the Series performance as well as portfolio
listings as of that date.

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

Sincerely,


/s/ Amy J. Williams
Amy J. Williams
Fund Services Coordinator

<PAGE>
<PAGE>

Manning & Napier Fund, Inc.
World Opportunities Series

Annual Report
December 31, 1996
<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The  World  Opportunities  Series  was  activated  on  September 6, 1996.  The
objective of this Series is to provide long-term growth through investments in
common  stocks  of  companies  throughout  the  world.   Stocks are chosen for
inclusion  in  the  portfolio  through  analysis of individual companies using
Manning & Napiers traditional investment strategies and pricing disciplines.

As  you  might  expect from an investment approach which emphasizes individual
security  selection,  portfolio holdings have been chosen selectively.  By the
end  of  1996,  the  portfolio  was  fully  invested,  and  sixteen countries,
including  the  United  States, were represented in the Series portfolio.  The
holdings include stocks of Asian, European, North American, and Latin American
companies.  Our analysts also examine the currencies of the countries in which
stocks are held, and currencies are hedged where appropriate.

The  last  two years have seen extraordinary returns in the U.S. stock market,
while  international  stocks  have  turned  in  strong,  but  less remarkable,
returns.    We feel that the high valuation of the U.S. market is a compelling
argument  for  diversifying  the  stock  portion  of  your portfolio by adding
international securities.

We wish you a healthy, happy, and prosperous 1997.

Sincerely,

Manning & Napier Advisors, Inc.

1
<PAGE>
<TABLE>

<CAPTION>




Performance Update as of December 31, 1996

Manning & Napier Fund, Inc.
World Opportunities Series
<S>                                         <C>                 <C>            <C>
                                            
                                                                Total Return
Through                                     Growth of $10,000                  Average
12/31/96                                    Investment          Cumulative     Annual

Inception 2                                 $           10,482          4.82%  N/A
</TABLE>



<TABLE>

<CAPTION>




S&P 500 Total Return Index
<S>                         <C>                 <C>            <C>
                          
                                                Total Return
Through                     Growth of $10,000                  Average
12/31/96                    Investment          Cumulative     Annual

Inception 2                 $           11,372         13.72%  N/A
</TABLE>



<TABLE>

<CAPTION>




Morgan Stanley Capital
International World Index
<S>                        <C>                 <C>            <C>
                          
                                               Total Return
Through                    Growth of $10,000                  Average
12/31/96                   Investment          Cumulative     Annual

Inception 2                $           10,865          8.65%  N/A
</TABLE>



The  value  of a $10,000 investment in the Manning & Napier Fund, Inc. - World
Opportunities  Series  from  its  inception  (9/6/96) to present (12/31/96) as
compared  to the Standard & Poor's (S&P) 500 Total Return Index and the Morgan
Stanley Capital International World Index. 1

<graphic>
<line chart>
Data for line chart to follow:

<TABLE>

<CAPTION>



Date      Manning & Napier World     Standard & Poors      Morgan Stanley Capital
           Opportunities Series   500 Total Return Index  International World Index
<S>       <C>                     <C>                     <C>
          
09/06/96                  10,000                  10,000                     10,000
09/30/96                  10,040                  10,497                     10,390
10/31/96                   9,930                  10,787                     10,460
11/30/96                  10,330                  11,602                     11,044
12/31/96                  10,482                  11,372                     10,865
</TABLE>



1 The Standard & Poor (S&P) 500 Total Return Index is an unmanaged
capitalization-weighted measure of 500 widely held common stocks listed on the
New York Stock Exchange, American Stock Exchange, and Over-the-Counter
market.  The Morgan Stanley Capital International World Index is a market
capitalization-weighted  measure of the total return of 1,570 companies listed
on
the stock exchanges of the United States, Europe, Canada, Australia, New
Zealand  and  the  Far  East.   The Morgan Stanley Capital International World
Index is
denominated in U.S. Dollars.  The Indices' returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees or expenses.

2 Performance numbers for the Fund and Indices are calculated from
September 6, 1996, the Fund's inception date.  The Fund's performance is
historical and may not be indicative of future results.

2
<PAGE>

<TABLE>

<CAPTION>





Investment Portfolio - December 31, 1996
                                                                Value
                                                   Shares      (Note 2)
<S>                                              <C>         <C>
                                                 
COMMON STOCK - 91.5%

BRAZIL - 3.9%
HOUSEHOLD APPLIANCES - 3.9%
    Brasmotor S.A. (Identified Cost $2,920,284)  10,800,000  $ 3,000,297 

GERMANY - 2.2%
FOOTWEAR & RELATED APPAREL - 2.2%
   Adidas AG (Identified Cost $1,651,677)            19,800    1,711,052 

HONG KONG - 17.5%
BEVERAGES - 2.6%
    Vitasoy Intl. Holdings Ltd.                   4,610,000    2,011,591 

BROADCAST MEDIA - 4.1%
    Television Broadcasts Ltd.                      800,000    3,196,049 

COMPUTER EQUIPMENT - 2.7%
    Varitronix International Ltd.                 1,151,000    2,083,379 

ELECTRONIC PRODUCTS - 1.7%
    VTech Holdings Ltd.                             720,000    1,293,934 

HOUSEHOLD APPLIANCES - 2.0%
    Guangdong Kelon Electronics Hldg.             2,348,000    1,517,865 

SOFTWARE - 4.4%
   Founder Hong Kong Ltd.*                        8,848,000    3,403,275 

TOTAL HONG KONG SECURITIES
   (Identified Cost $12,937,016)                              13,506,093 

INDONESIA - 3.4%
TOBACCO - 3.4%
    PT Hanjaya Mandala Sampoerna
    (Identified Cost $2,238,889)                    495,000    2,639,436 

ITALY - 3.1%
ENERGY SOURCES - OIL/GAS - 3.1%
   Edison S.p.A. (Identified Cost $2,322,193)       375,000    2,371,536 

JAPAN - 9.3%
SOFTWARE - 4.7%
    NTT Data Corp.                                      125    3,662,471 

</TABLE>



The accompanying notes are an integral part of the financial statements.
3
<PAGE>


<TABLE>

<CAPTION>






Investment Portfolio - December 31, 1996

                                                                      Value
                                                          Shares    (Note 2)
<S>                                                       <C>      <C>
                                                        
ELECTRONIC PRODUCTS - 4.6%
    Toshiba Corp.                                         570,000  $3,586,499 

TOTAL JAPANESE SECURITIES
   (Identified Cost $7,352,229)                                     7,248,970 

SOUTH KOREA - 2.9%
ELECTRONIC PRODUCTS - 2.9%
    Samsung Electronics Co. (Identified Cost $3,113,103)   42,000   2,272,561 

NETHERLANDS - 2.7%
RETAIL - FOOD - 2.7%
    Koninklije Ahold NV (Identified Cost $1,957,575)       34,000   2,124,619 

SWITZERLAND - 2.7%
FOOD - MISCELLANEOUS - 2.7%
    Nestle SA (Identified Cost $2,120,230)                  1,920   2,056,671 

UNITED KINGDOM - 3.9%
FOOD - MISCELLANEOUS - 3.9%
   Grand Metropolitan PLC (Identified Cost $2,863,704)    380,000   2,987,815 

UNITED STATES - 39.9%
CRUDE PETROLEUM & NATURAL GAS - 5.1%
   YPF Sociedad Anonima - ADR                             156,000   3,939,000 

JEWELRY - 4.2%
    Tag Heuer International SA - ADR*                     200,000   3,225,000 

MACHINERY - 2.3%
    ASM Lithography Hldg. - ADR*                           35,000   1,743,438 

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 3.7%
   Eastman Kodak Co.                                       36,000   2,889,000 

RETAIL - WHOLESALE - 2.4%
   Coleman Company, Inc.*                                 134,000   1,842,500 

TELECOMMUNICATIONS - 22.2%
   EQUIPMENT - 9.0%
   ECI Telecommunications, Ltd.                           152,000   3,230,000 
   Nokia Corp. Ab - ADR                                    65,000   3,745,625 
                                                                    6,975,625 
</TABLE>



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

<PAGE>

<TABLE>

<CAPTION>






Investment Portfolio - December 31, 1996
                                                            Shares           Value
                                                       Principal/Amount     (Note 2)
<S>                                                    <C>                <C>
                                                      
TELECOMMUNICATIONS (continued)

SERVICE - 13.2%
   Compania Anonima Nacional Telefonos de
   Venezuela (CANTV) - ADR*                                       95,000  $ 2,671,875 
   Stet Societa' Finanziaria Telefonica S.p.A. - ADR              85,000    3,771,875 
   Telecomunicacoes Brasileiras - ADR                             40,000    3,060,000 
   Vimpel Communications - ADR*                                   30,000      708,750 
                                                                           10,212,500 
                                                                           17,188,125 

TOTAL UNITED STATES SECURITIES
   (Identified Cost $28,541,345)                                           30,827,063 

TOTAL COMMON STOCK
   (Identified Cost $68,018,245)                                           70,746,113 

SHORT-TERM INVESTMENTS - 7.7%
   Federal National Mortgage Corporation Discount
            Note, 1/28/97                              $       6,000,000    5,974,846 
   Dreyfus U.S. Treasury Money Market                                228          228 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $5,975,074)                                             5,975,074 

TOTAL INVESTMENTS - 99.2%
   (Identified Cost $73,993,319)                                           76,721,187 

OTHER ASSETS, LESS LIABILITIES - 0.8%                                         598,315 

NET ASSETS -100%                                                          $77,319,502 
</TABLE>




*Non-income producing security.

<TABLE>

<CAPTION>





FEDERAL TAX INFORMATION:
<S>                                                                                 <C>
                                                                                    
At December 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $73,993,319 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                 $ 4,983,589 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                  (1,874,019)

UNREALIZED APPRECIATION - NET                                                       $ 3,109,570 
</TABLE>


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

5
<PAGE>

<TABLE>

<CAPTION>





INDUSTRY CONCENTRATION (AS A PERCENT OF NET ASSETS)
<S>                                                  <C>
                                                    
Telecommunication- Equipment & Service               22.2%
Food - Retail/Miscellaneous                           9.3%
Electronic Products                                   9.2%
Software                                              9.1%
Beverage & Tobacco                                    6.0%
Household Appliances                                  5.9%
Crude Petroleum & Natural Gas                         5.1%
Jewelry                                               4.2%
Broadcast Media                                       4.1%
Photographic Equipment & Supplies                     3.7%
Energy Sources -Oil/Gas                               3.1%
Computer Equipment                                    2.7%
Machinery                                             2.3%
Footwear & Related Apparel                            2.2%
Retail - Wholesale                                    2.4%

Total Common Stock                                   91.5%
</TABLE>



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

Statement of Assets and Liabilities
<TABLE>

<CAPTION>




DECEMBER 31, 1996
<S>                                                                  <C>
                                                                     
ASSETS:

Investments, at value (Identified Cost $73,993,319)
    (Note 2)                                                         $76,721,187
Foreign currency, at value (cost $1,233,378)                           1,232,914
Cash                                                                     600,209
Receivable for forward foreign currency exchange
   contracts sold (Note 2)                                            12,786,593
Receivable for fund shares sold                                           41,590
Dividends receivable                                                      36,011

TOTAL ASSETS                                                          91,418,504

LIABILITIES:

Accrued management fees (Note 3)                                          63,528
Accrued Directors' fees (Note 3)                                           1,667
Payable for forward foreign currency contracts sold,
   at value (Note 2)                                                  12,404,891
Payable for securities purchased                                       1,155,332
Payable for fund shares redeemed                                         436,235
Audit fee payable                                                          8,000
Custodian fee payable                                                      7,160
Other payables and accrued expenses                                        3,371

TOTAL LIABILITIES                                                     14,080,184

NET ASSETS FOR 7,418,858 SHARES
   OUTSTANDING                                                       $77,338,320

NET ASSETS CONSIST OF:

Capital stock                                                        $    74,188
Additional paid-in-capital                                            74,129,697
Accumulated net realized gain on investments                              21,631
Net unrealized appreciation on investments, foreign currency,
      forward currency contracts, and other assets and liabilities     3,112,804

TOTAL NET ASSETS                                                     $77,338,320

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($77,338,320/7,418,858 shares)                                     $     10.42
</TABLE>



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

Statement of Operations
<TABLE>

<CAPTION>





FOR THE PERIOD SEPTEMBER 6, 1996 (COMMENCEMENT OF OPERATIONS) TO DECEMBER 31, 1996
<S>                                                                                  <C>
                                                                                    
INVESTMENT INCOME:

Interest                                                                             $  501,370
Dividends (net of withholding)                                                          130,415

Total Investment Income                                                                 631,785

EXPENSES:

Management fees (Note 3)                                                                224,344
Directors' fees (Note 3)                                                                  3,334
Custodian fee                                                                            24,856
Audit fee                                                                                 8,000
Miscellaneous                                                                             4,175

Total Expenses                                                                          264,709

NET INVESTMENT INCOME                                                                   367,076

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on -
    Investments (identified cost basis)                                                  90,342
    Foreign currency and forward foreign currency
      exchange contracts                                                                  3,047

Net realized gain on investments                                                         93,389

Net change in unrealized appreciation on -
   Investments                                                                        2,727,868
   Foreign currency and forward currency contracts and other
      assets and liabilities                                                            384,936

Net unrealized appreciation on investments                                            3,112,804

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                                                     3,206,193

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                                                   $3,573,269
</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
                                                        9/6/96 (commencement
                                                           of operations)
                                                            to 12/31/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                    <C>
                                                       
OPERATIONS:

Net investment income                                  $             367,076 
Net realized gain on investments                                      93,389 
Net change in unrealized appreciation on investments               3,112,804 

Net increase in net assets from operations                         3,573,269 

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                          (370,123)
From net realized gain on investments                                (68,711)

Total distributions to shareholders                                 (438,834)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                          74,203,885 

Net increase in net assets                                        77,338,320 

NET ASSETS:

Beginning of period                                                       -- 

End of period                                          $          77,338,320 

</TABLE>



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

Financial Highlights

<TABLE>

<CAPTION>





                                                                     For the Period
                                                                  9/6/96 (commencement
                                                                     of operations)
                                                                      to 12/31/96
<S>                                                              <C>
                                                                
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
THE PERIOD):

NET ASSET VALUE - BEGINNING  OF PERIOD                           $               10.00 

Income from investment operations:
   Net investment income                                                         0.051 
   Net realized and unrealized gain
      on investments                                                             0.429 

Total from investment operations                                                 0.480 

Less distributions to shareholders:
   From net investment income                                                   (0.051)
   From net realized gain on investments                                        (0.009)

Total distributions to shareholders                                             (0.060)

NET ASSET VALUE - END OF PERIOD                                  $               10.42 

Total return 1:                                                                   4.82%

Ratios of expenses (to average net assets) /
   Supplemental Data:
   Expenses                                                                     1.17%2 
   Net investment income                                                        1.54%2 

Portfolio turnover                                                                   1%

Average commission rate paid                                     $              0.0065 

NET ASSETS - END OF PERIOD (000'S OMITTED)                       $              77,338 

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

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

          Shares of the Fund are offered to clients and employees of Manning &
Napier  Advisors,          Inc.  (The  Advisor) and its affiliates.  The total
authorized  capital  stock of the          Corporation consists of one billion
shares  of  common stock each having a par value of     $0.01.  As of December
31,  1996,  940  million  shares  have  been  designated in total among     19
series, of which 50 million have been designated as World Opportunities Series
Class     U 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 last
quoted  sales  price  of  the  exchange on     which the security is primarily
traded.    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  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     which approximates market value.

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

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

     The Fund hereby designates $36,569 as capital gain dividends for the year
ended          December 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)
purchase and sales of securities and income and expenses are converted into   
  U.S.  dollars  based  upon  the  currency  exchange  rates prevailing on the
respective dates of     such transactions.

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


12
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

     The Fund may purchase or sell forward foreign currency contracts in order
to hedge a     portfolio position or specific transaction.  Risks may arise if
the  counterparties  to  a        contract are unable to meet the terms of the
contract or if the value of the foreign currency     moves unfavorably.

     All forward foreign currency contracts are adjusted daily by the exchange
rate of the     underlying currency and, for financial statement purposes, any
gain  or  loss is recorded as     unrealized gain or loss until a contract has
been  closed.    Realized  and  unrealized  gain  or       loss arising from a
transaction  is  included  in net realized and unrealized gain (loss) from    
foreign currency and forward currency exchange contracts.

         The Fund regularly trades forward foreign currency exchange contracts
with  off-balance          sheet  risk  in  the normal course of its investing
activities  to  assist in managing exposure to     changes in foreign currency
exchange rates.

        The notional or contractual amount of these instruments represents the
investment the     Fund has in forward foreign currency exchange contracts and
does  not  necessarily         represent the amounts potentially at risk.  The
measurement of the risks associated with     forward foreign currency exchange
contracts  is meaningful only when all related and     offsetting transactions
are  considered.    A summary of obligations for forward currency     exchange
contracts sold on December 31, 1996 is as follows:

<TABLE>

<CAPTION>



                                         Net Unrealized
Settlement  Contracts      In Exchange      Contracts      Appreciation/
   Date     to Deliver         For          At Value      (Depreciation)
<C>         <S>            <C>           <C>              <C>
           
  04/04/97  Dutch Guilder  $  1,976,168  $     1,950,409  $        25,759
  01/08/97  Japanese Yen      1,263,923        1,202,736           61,187
  01/08/97  Japanese Yen      1,215,371        1,176,778           38,593
  04/04/97  Japanese Yen      3,637,160        3,634,286            2,874
  04/04/97  Swiss Franc      1,217,137        1,128,987           88,150
  04/04/97  Swiss Franc        568,736          526,860           41,876
  04/04/97  Swiss Franc        798,722          752,658           46,064
  04/04/97  Swiss Franc      2,109,375        2,032,176           77,199
</TABLE>


       On December 31, 1996, the Fund had sufficient cash and/or securities to
cover any     commitments under these contracts.


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     reported amounts of assets and liabilities and
the  disclosure  of  contingent  assets and     liabilities at the date of the
financial statements and the reported amounts of the 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% of the Fund's
average  daily  net  assets.   The fee amounted to $224,344     for the period
September 6, 1996 (commencement of operations) to December 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 agreed that, in any fiscal year, if the expenses of the
Fund  (including the     advisory fee but excluding interest, taxes, brokerage
commissions,  and  extraordinary          expenses)  exceed  the limits set by
applicable  regulation  of  state securities commissions, the     Advisor will
reduce its fee by the amount of such excess.

        The Advisor also acts as the transfer, dividend paying and shareholder
servicing  agent  for  the          Fund.    These services are provided at no
additional cost to the Fund.

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

       The compensation of the non-affiliated Directors totaled $3,334 for the
period  September  6,        1996 (commencement of operations) to December 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
$68,223,244  and      $294,390, respectively, for the period September 6, 1996
(commencement of operations) to     December 31, 1996.

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of World Opportunities Series were:
<TABLE>

<CAPTION>




              For the Period 9/6/96
                 (commencement of
             operations) to 12/31/96


                      Shares              Amount
             ------------------------  ------------
<S>          <C>                       <C>
             
Sold                       7,582,503   $75,856,659 
Reinvested                    43,147       433,194 
Repurchased                 (206,792)   (2,085,968)
Total                      7,418,858   $74,203,885 
</TABLE>



6.     FOREIGN SECURITIES

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

15
<PAGE>

Independent Auditors' Report


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

We  have  audited  the  accompanying  statement  of  assets and liabilities of
Manning  &  Napier  Fund,  Inc.-  World  Opportunities  Series,  including the
schedule  of  portfolio  investments, as of December 31, 1996, and the related
statement  of  operations,  the  statement  of  changes in net assets, and the
financial  highlights  for  the  period  September  6,  1996  (commencement of
operations)  to  December  31,  1996. These financial statements and financial
highlights  are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements  and  financial
highlights based on our audit.

We  conducted  our  audit  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  financial  statements  and
financial  highlights  are  free  of  material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of  December  31,  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, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier  Fund,  Inc.- World Opportunities Series as of December 31,
1996,  the  results  of its operations, the changes in its net assets, and the
financial  highlights  for  the  period  September  6,  1996  (commencement of
operations)  to  December  31,  1996  in  conformity  with  generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
BOSTON, MASSACHUSETTS
JANUARY 23, 1997

16
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Diversified Tax Exempt Series

Annual Report
December 31, 1996

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

A  fairly  common  expression  being  bandied about today is the phrase "if it
doesn't  kill you, it will make you stronger".  To a certain extent, that sums
up  the  bond  market  in 1996.  The mediocre municipal bond market returns in
1996  are  the  result of short_term factors, specifically an ungrounded scare
about  excessive  growth  and inflation plus uncertainty over the presidential
election.    Combine  those factors with the rather extraordinary returns that
the  muni market generated in 1995, and the result is the mediocrity that will
be  remembered  as  1996.    We  would  like to point out, however, that it is
short_term  situations like those encountered in 1996 that provide us with the
needed  opportunities  to position the portfolio to benefit from the long_term
trends  which  are the most important determinants of municipal bond returns. 
Having  said  all this, it is worthwhile to review what happened in 1996, just
what  the  impact of the election was, and what all this portends for 1997 and
beyond.

A GROWTH AND INFLATION SCARE:

At  the end of 1995, the psychology in the muni market was 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
economic  factors overshadowed what proved to be unfounded fears regarding the
potential  for  a  flat  tax  and  the  negative impact that would have on the
municipal bond market.

Unfortunately,  the  economic  tide  began to turn rather quickly right at the
start  of  the year.  One of the reasons the market rallied so strongly during
the  later  half  of  1995  can  be traced to speculative investments in fixed
income 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. assets.  As long as Japanese
short-term  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 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 in all fixed income markets, including munis.

As  spring  began,  the  bond  markets were 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 in 1995. 
The probability

1
<PAGE>

Management Discussion and Analysis (continued)


of a recession became remote, and fears of inflation began to emerge.   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  higher.   As the summer ended,
concerns seemed to be somewhat calmed, but rates remained stubbornly high.

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%, further
evidence that inflation was not increasing.

In  the  near_term,  no  one  likes to see rising interest rates, but over the
longer_term, if one expects inflation to remain under control, rising interest
rates  can create compelling fixed income buying opportunities.   In the fixed
income  markets,  1996  was  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.

THE ELECTION:

As  everyone  is quite aware, 1996 was an election year, which always has some
entertainment  value.  The political posturing started at the end of 1995 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.  Relative to other fixed income securities, the fortunes of
munis waxed and waned inversely with the fortunes of Steve Forbes.

Ultimately  President  Clinton was reelected, but the Republicans were able to
hold  on  to  the Congress.  The net result was an administration that will be
unable  to  get  any  meaningful  spending  increases  through Congress, and a
Congress  that  will  be unable to enact anything in the way of meaningful tax
cuts.    It  is not necessarily gridlock, but the consensus after the election
was  that  if  anything  is  going  to  get  passed, it will relate to deficit
reduction.  That bodes well for all fixed income markets, including munis.

Elections  always  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.  In the long run, however, the election results may not be
of major importance.  With the

2
<PAGE>
Management Discussion and Analysis (continued)


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 have made
it  clear  that  only fiscally sound policies will be tolerated.  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 monies 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 have had a
presidential  campaign in which the Republican challenger called for a tax cut
while  the  Democratic incumbent attacked it for being budgetarily imprudent. 
The  new  reality  is that the only poll that seems to matter is the one being
taken  daily  in  the  global  financial markets; sound policies are rewarded,
unsound policies are not.

1997 AND BEYOND:

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, non-cyclical influences that have brought down
interest  rates,  have  capped  inflation  expectations,  and  have  allowed
longer_term,  non_callable  securities  to provide strong investment returns. 
The  short_term  economic factors and the election are relevant, but they need
to  be  viewed as creating the buying opportunities that are necessary so that
your  portfolio can benefit from a long_term overview.  In essence, 1996 was a
small piece of the big picture.

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  to  the  extent  possible.   As always, our preference was for the
highest  quality  securities,  especially  general  obligation  bonds  and
pre_refunded  bonds.    Revenue  bonds were restricted primarily to those that
were  backed by necessary services.   We believe that the bumps in the road in
1996 have set the stage for a solid turnaround in 1997.

3
<PAGE>

Management Discussion and Analysis (continued)


CONCLUSION:

While 1996 was a difficult year, 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 to note 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,  and that the
uncertainties  introduced  by elections are becoming even more ephemeral 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 a healthy, happy, and prosperous 1997.

Sincerely,

Manning & Napier Advisors, Inc.

<graphic>
<pie chart>
Data for chart to follow:

Portfolio Composition** -As of 12/31/96

General Obligation Bonds -80%
Revenue Bonds - 17%
Pre-Refunded Bonds - 3%

**As a percentage of municipal securities.

<graphic>
<pie chart>
Data for chart to follow:


<TABLE>

<CAPTION>



Quality Ratings* - As of 12/31/96
<S>                                <C>
                                   
Aaa                                 73%
Aa                                  22%
A                                    5%
</TABLE>



*Using Moodys Ratings, as a percent of municipal securities.

4
<PAGE>

Performance Update as of December 31, 1996
<TABLE>

<CAPTION>




Manning & Napier Fund, Inc.
Diversified Tax Exempt Series
<S>                            <C>                 <C>            <C>
                              
                                                   Total Return
Through                        Growth of $10,000                  Average
12/31/96                       Investment          Cumulative     Annual

One Year                       $           10,333          3.33%     3.33%
Inception 2                    $           11,370         13.70%     4.55%
</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch Intermediate Municipal Index
<S>                                         <C>                 <C>            <C>
                                            
                                                                Total Return
Through                                     Growth of $10,000                  Average
12/31/96                                    Investment          Cumulative     Annual

One Year                                    $           10,464          4.64%     4.64%
Inception 2                                 $           11,520         15.20%     5.03%
</TABLE>


The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Diversified
Tax Exempt Series from its inception
(2/14/94) to present (12/31/96) as
compared to the Merrill Lynch Intermediate
Municipal Index.1

<graphic>
<line chart>for chart to follow:


<TABLE>

<CAPTION>



Date      Manning & Napier Diversified  Merrill Lynch Intermediate
               Tax Exempt Series             Municipal Index
<S>       <C>                           <C>
          
01/17/94                        10,000                      10,000
06/30/94                         9,600                       9,652
12/31/94                         9,461                       9,709
06/30/95                        10,311                      10,478
12/31/95                        11,003                      11,009
06/30/96                        10,867                      11,068
12/31/96                        11,370                      11,520
</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance numbers are calculated from
February 14, 1994, the Fund's inception date.  The Fund's
performance is historical and may not be indicative of future results.

5
<PAGE>


Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                              Principal     Value
                                                                Amount    (Note 2)

MUNICIPAL SECURITIES - 95.4%
<S>                                                           <C>         <C>
                                                              
ALASKA - 1.9%
Anchorage, G.O. Bond, 6.10%, 8/1/2004                         $  300,000  $323,331 

ARIZONA - 2.7%
Central Arizona Water Conservation District, Revenue
   Bond, 4.70%, 5/1/2004                                         200,000   199,694 
Maricopa County School District No. 097 Deer Valley,
   G.O. Bond, Series A, 5.20%, 7/1/2007                          250,000   254,693 
                                                                           454,387 

COLORADO - 1.1%
El Paso County School District No. 020, G.O. Bond,
   Series A, 6.20%, 12/15/2007                                   160,000   177,754 

DELAWARE - 1.2%
Wilmington, G.O. Bond, Series B, 5.90%, 4/1/2000                 200,000   209,718 

DISTRICT OF COLUMBIA - 1.3%
District of Columbia, G.O. Bond, Series A, 7.65%,
   12/1/2003                                                     200,000   217,022 

FLORIDA - 2.9%
Dade County School District, G.O. Bond, 6.125%, 8/1/2008         150,000   160,532 
Florida State Board of Education Capital Outlay Public
   Edu., G.O. Bond Series C, 5.60%, 6/1/2025                     135,000   134,422 
Florida State Dept. of Environmental Preservation 2000,
   Revenue Bond, Series A, 4.50%, 7/1/2003                       200,000   199,388 
                                                                           494,342 

GEORGIA - 4.6%
Atlanta, G.O. Bond, 5.60%, 12/1/2018                             350,000   349,017 
Georgia, G.O. Bond, Series B, 5.65%, 3/1/2012                    200,000   207,684 
Glynn County Board of Education, G.O. Bond, 5.00%,
   7/1/2006                                                      200,000   202,110 
                                                                           758,811 

HAWAII - 1.7%
Hawaii, G.O. Bond, Series CH, 6.00%, 11/1/2007                   260,000   282,430 

IDAHO - 0.6%
Ada & Canyon Counties Joint School District No. 2 Meridian,
   G.O. Bond, 5.10%, 7/30/2005                                   100,000   103,080 
</TABLE>



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

Investment Portfolio - December 31, 1996

<TABLE>

<CAPTION>





                                                                     Principal     Value
                                                                       Amount    (Note 2)
<S>                                                                  <C>         <C>
                                                                     
ILLINOIS - 4.4%
Aurora, G.O. Bond, 5.80%, 1/1/2012                                   $  190,000  $194,685 
Chicago Schools Financial Authority, G.O. Bond, 5.00%,
   6/1/2007                                                             200,000   197,280 
Chicago, G.O. Bond, Series A, 5.875%, 1/1/2022                          100,000   100,541 
Illinois, Certificate Participation, Series 1995A, 5.60%, 7/1/2010      100,000   101,619 
Tazewell County Community High School District No.
   303 Pekin, G.O. Bond, 5.50%, 1/1/2011                                150,000   150,343 
                                                                                  744,468 

INDIANA - 1.7%
Bloomington Sewer Works, Revenue Bond, 5.80%,
   1/1/2011                                                             150,000   154,402 
Lafayette Waterworks, Revenue Bond, 4.90%, 7/1/2006                     140,000   138,327 
                                                                                  292,729 

IOWA - 2.2%
Cedar Rapids, G.O. Bond, 6.45%, 6/1/2014                                350,000   369,880 

KENTUCKY - 3.4%
Jefferson County School District Finance Corp. School
   Building, Revenue Bond, Series A, 5.00%, 2/1/2011                    300,000   291,135 
Kentucky State Turnpike Authority Revitalization
    Projects, Revenue Bond, 6.50%, 7/1/2008                             250,000   282,030 
                                                                                  573,165 

MAINE - 1.7%
Hermon, G.O. Bond, 5.60%, 11/1/2013                                      75,000    75,746 
Portland, G.O. Bond, 6.20%, 4/1/2006                                    200,000   219,922 
                                                                                  295,668 

MASSACHUSETTS - 3.3%
Martha's Vineyard Regional High School District No. 100,
   G.O. Bond, 6.70%, 12/15/2014                                         200,000   223,804 
Massachusetts Municipal Electric Supply System,
   Revenue Bond, Series A, 5.00%, 7/1/2017                              200,000   184,790 
Massachusetts Water Authority General Ref., Revenue Bond,
   Series B, 5.25%,  3/1/2013                                           155,000   151,035 
                                                                                  559,629 
</TABLE>



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

7
<PAGE>

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>








                                                            Principal     Value
                                                              Amount    (Note 2)
<S>                                                         <C>         <C>
                                                           
MARYLAND - 3.8%
Baltimore Water Project, Revenue Bond, Series A,
   5.55%, 7/1/2009                                          $  260,000  $267,350 
Prince Georges County Public Improvement, G.O. Bond,
   5.00%, 3/15/2014                                            200,000   191,308 
Washington County Public Improvement, G.O. Bond,
   4.875%, 1/1/2010                                            200,000   191,724 
                                                                         650,382 

MICHIGAN - 4.4%
Comstock Park Public Schools, G.O. Bond, 5.50%,
   5/1/2011                                                    150,000   151,294 
Dearborn School District, G.O. Bond, 5.10%, 5/1/2006           200,000   201,606 
Farmington Hills, G.O. Bond, 5.80%, 10/1/2006                   50,000    52,612 
Farmington Hills, G.O. Bond, 5.90%, 10/1/2007                   75,000    78,960 
Farmington Hills, G.O. Bond, 5.70%, 10/1/2005                   65,000    68,409 
Pinckney Community Schools, G.O. Bond, 5.00%,
   5/1/2014                                                    200,000   188,902 
                                                                         741,783 

MINNESOTA - 4.1%
Minneapolis, G.O. Bond, Series B, 5.20%, 3/1/2013              300,000   294,321 
Minnesota Various Purpose, G.O. Bond, 6.60%, 8/1/1999          200,000   212,240 
Western Minnesota Municipal Power Agency, Revenue
   Bond, 6.625%, 1/1/2016                                      175,000   193,615 
                                                                         700,176 

MISSISSIPPI - 1.3%
Mississippi, G.O. Bond, 6.30%, 12/1/2006                       200,000   222,338 

MISSOURI - 1.5%
Missouri State Ref.- Third Street Building, G.O. Bond,
   Series A, 5.125%, 8/1/2009                                  250,000   250,757 

Montana - 1.1%
Montana Long Range Building Project, G.O. Bond, Series A,
   4.875%, 8/1/2010                                            200,000   193,526 
</TABLE>



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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>






                                                            Principal     Value
                                                              Amount    (Note 2)
<S>                                                         <C>         <C>
                                                            
NEVADA - 3.7%
Clark County School District, G.O. Bond, 6.00%,
   6/15/2002                                                $  100,000  $106,883 
Henderson Water, G.O. Bond, Series A, 5.65%, 12/1/2003         300,000   317,940 
Nevada State Project No. 42, G.O. Bond, 5.70%, 9/1/2008        200,000   208,750 
                                                                         633,573 

NEW HAMPSHIRE - 1.3%
New Hampshire, G.O. Bond, 6.60%, 9/1/2014                      200,000   224,456 

NEW JERSEY - 2.8%
New Jersey State Highway Authority, Garden State
   Parkway, Revenue Bond, 5.50%, 1/1/2000                      200,000   206,802 
West Windsor Plainsboro, G.O. Bond, 5.25%, 12/1/2004           250,000   259,662 
                                                                         466,464 

NEW MEXICO - 1.2%
Albuquerque, G.O. Bond, Series A & B, 4.70%, 7/1/2000          200,000   202,574 

NEW YORK - 3.4%
New York State Thruway Authority, Revenue Bond,
   Series A, 5.50%, 1/1/2023                                   200,000   193,820 
Sands Point, G.O. Bond, 6.70%, 11/15/2013                      350,000   383,838 
                                                                         577,658 

NORTH CAROLINA - 2.4%
Charlotte Public Improvement, G.O. Bond, 5.70%, 2/1/2002       200,000   212,168 
North Carolina State Prison Facilities, G.O. Bond, 4.80%,
   3/1/2009                                                    200,000   194,068 
                                                                         406,236 

OHIO - 2.5%
Ohio Public Facilities, Community Higher Education,
   Revenue Bond, Series II-A, 4.25%, 12/1/2002                 200,000   196,220 
Summit County Various Purpose, G.O. Bond, 6.625%,
   12/1/2012                                                   200,000   219,436 
                                                                         415,656 

OREGON - 1.5%
Salem Pedestrian Safety Impts, G.O. Bond, 5.50%, 5/1/2010      255,000   259,447 
</TABLE>



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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>






                                                        Principal     Value
                                                          Amount    (Note 2)
<S>                                                     <C>         <C>
                                                       
PENNSYLVANIA - 3.3%
Cambria County, G.O. Bond, Series A, 6.10%, 8/15/2016   $  350,000  $366,300 
Pennsylvania State, G.O. Bond, Second Series, 6.00%,
   7/1/2005                                                 90,000    97,401 
Pennsylvania State, G.O. Bond, First Series, 5.30%,
   5/1/2005                                                100,000   103,325 
                                                                     567,026 

RHODE ISLAND - 1.9%
Rhode Island State, G.O. Bond, Series A, 6.20%,
   6/15/2004                                               300,000   325,629 

SOUTH CAROLINA - 3.3%
South Carolina State Capital Improvement, G.O. Bond,
   4.10%, 4/1/2001                                         200,000   197,960 
South Carolina State Highway, G.O. Bond, Series B,
   5.625%, 7/1/2010                                        350,000   363,986 
                                                                     561,946 

TENNESSEE - 2.9%
Johnson City School Sales Tax, G.O. Bond, 6.70%,
   5/1/2021                                                350,000   386,495 
Lawrence County, G.O. Bond, 6.60%, 3/1/2013                100,000   109,178 
                                                                     495,673 

TEXAS - 1.2%
Dallas Waterworks & Sewer, Revenue Bond, 5.625%,
   4/1/2009                                                200,000   204,456 

UTAH - 4.2%
Alpine School District, G.O. Bond, 5.375%, 3/15/2009       250,000   252,520 
Nebo School District, G.O. Bond, 6.00%, 6/15/2018          450,000   461,403 
                                                                     713,923 

VIRGINIA - 2.8%
Franklin County Capital Improvement , G.O. Bond,
   6.60%, 7/15/2013                                        250,000   272,720 
Loudoun County, G.O. Bond, Series A, 4.50%, 10/1/1997      200,000   201,492 
                                                                     474,212 
</TABLE>



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


Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





                                                          Principal Amount/      Value
                                                                Shares          (Note 2)
<S>                                                       <C>                 <C>
                                                          
WASHINGTON - 4.2%
Kitsap County School District, G.O. Bond, 6.625%,
   12/1/2008                                              $          350,000  $   377,132 
Seattle, G.O. Bond, Series A, 5.75%, 1/15/2020                       230,000      230,635 
Seattle Met. Municipality, G.O. Bond, 5.65%, 1/1/2020                100,000       98,985 
                                                                                  706,752 

WISCONSIN - 1.9%
Wisconsin State, G.O. Bond, Series A, 5.75%, 5/1/2001                300,000      315,678 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $15,660,961)                                               16,166,735 

SHORT-TERM INVESTMENTS - 2.9%
   Dreyfus Municipal Reserves (Identified Cost $495,430)             495,430      495,430 

TOTAL INVESTMENTS - 98.3%
(Identified Cost $16,156,391)                                                  16,662,165 

OTHER ASSETS, LESS LIABILITIES - 1.7%                                             286,518 

NET ASSETS - 100%                                                             $16,948,683 

</TABLE>



Key -
G.O. Bond - General Obligation Bond
Impt. - Improvement
Ref. - Referendum
Met. - Metropolitan

<TABLE>

<CAPTION>

FEDERAL TAX INFORMATION:
<S>                                                         <C>
At December 31, 1996, the net unrealized appreciation based on identified
cost for federal income tax purposes of $16,156,391 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost       $538,374 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value        (32,600)

UNREALIZED APPRECIATION - NET                             $505,774 
</TABLE>

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

Statement of Assets and Liabilities
<TABLE>

<CAPTION>



DECEMBER 31, 1996
<S>                                                          <C>
                                                            
ASSETS:

Investments, at value (Identified Cost $16,156,391)(Note 2)  $16,662,165 
Interest receivable                                              255,833 
Receivable for fund shares sold                                   53,120 
Prepaid expense                                                      116 

TOTAL ASSETS                                                  16,971,234 


LIABILITIES:

Accrued management fees (Note 3)                                   7,063 
Accrued Directors' fees (Note 3)                                   1,661 
Audit fee payable                                                 13,666 
Other payables and accrued expenses                                  161 

TOTAL LIABILITIES                                                 22,551 

NET ASSETS FOR 1,655,972 SHARES
   OUTSTANDING                                               $16,948,683 

NET ASSETS CONSIST OF:

Capital stock                                                $    16,559 
Additional paid-in-capital                                    16,399,431 
Undistributed net investment income                               35,290 
Accumulated net realized loss on investments                      (8,371)
Net unrealized appreciation on investments                       505,774 

TOTAL NET ASSETS                                             $16,948,683 

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($16,948,683/ 1,655,972 shares)                           $     10.23 
</TABLE>



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

Statement of Operations
<TABLE>

<CAPTION>




FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                      <C>
                                                        
INVESTMENT INCOME:

Interest                                                 $766,794 

EXPENSES:

Management fees (Note 3)                                   74,427 
Directors' fees (Note 3)                                    6,750 
Transfer agent fees (Note 3)                                3,572 
Audit fee                                                  12,456 
Custodian fee                                               3,500 
Registration & filing fees                                  1,413 
Miscellaneous                                               2,753 

Total Expenses                                            104,871 

NET INVESTMENT INCOME                                     661,923 

REALIZED AND UNREALIZED LOSS ON
   INVESTMENTS:

Net realized loss on investment (identified cost basis)       (92)
Net change in unrealized appreciation on investments      (77,279)

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS                                         (77,371)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                       $584,552 

</TABLE>





The accompanying notes are an integral part of the financial statements.
13
<PAGE>


Statement of Changes in Net Assets

<TABLE>

<CAPTION>




                                                          For the Year      For the Year
                                                         Ended 12/31/96    Ended 12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>
                                                       
OPERATIONS:

Net investment income                                   $       661,923   $       453,193 
Net realized loss on investments                                    (92)           (6,797)
Net change in unrealized appreciation on investments            (77,279)        1,031,995 

Net increase in net assets from operations                      584,552         1,478,391 


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                     (634,484)         (453,725)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase from capital share transactions (Note 5)         4,546,467         2,946,569 

Net increase in net assets                                    4,496,535         3,971,235 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $35,290 and $7,877, respectively)          $    16,948,683   $    12,452,148 
</TABLE>



The accompanying notes are an integral part of the financial statements.
14
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>




                                                                                                          For the Period
                                                                                                             2/14/94
                                                                         For the Year    For the Year    (commencement of
                                                                            Ended           Ended          operations)
                                                                           12/31/96        12/31/95        to 12/31/94
Per share data (for a share outstanding throughout
each period ):
<S>                                                                     <C>             <C>             <C>
                                                                                    <C>             <C>
NET ASSET VALUE - BEGINNING  OF PERIOD                                  $       10.32   $        9.26   $           10.00 

Income from investment operations:
   Net investment income                                                        0.434           0.428               0.210 
   Net realized and unrealized gain (loss)
      on investments                                                           (0.104)          1.062              (0.749)

Total from investment operations                                                0.330           1.490              (0.539)

Less distributions to shareholders:
   From net investment income                                                  (0.420)         (0.430)             (0.201)

NET ASSET VALUE - END OF PERIOD                                         $       10.23   $       10.32   $            9.26 

Total return: 1                                                                  3.33%          16.29%             (5.39)%

Ratios of expenses (to average net assets) /Supplemental Data:
    Expenses                                                                     0.70%           0.79%         0.85%(2)(3)
    Net investment income                                                        4.44%           4.52%         3.71%(2)(3)

Portfolio turnover                                                                  2%              5%                  4%

NET ASSETS - END OF PERIOD (000'S OMITTED)                              $      16,949   $      12,452   $           8,481 


1  Represents aggregate total return for the period indicated.
2  Annualized.
3  The investment advisor waived a portion of its management fee.
If the full fee had been incurred by
the Fund, the net investment income per share would have been $0.186,
and the annualized ratios would have
been as follows:  Expenses - 1.29%; Net investment income - 3.27%.
</TABLE>



The accompanying notes are an integral part of the financial statements.
15
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION

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

         Shares of the Fund are offered to investors, employees and clients of
  Manning  &  Napier  Advisors,  Inc. (the "Advisor") and its affiliates.  The
  total  authorized  capital  stock of the Corporation consists of one billion
  shares of common stock each having a par value of $0.01.  As of December 31,
  1996,  940  million shares have been designated in total among 19 series, of
  which 50 million have been designated as Diversified Tax Exempt Series Class
 R Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Municipal  securities will normally be valued on the basis of market
  valuations  provided  by  an independent pricing service (the Service).  The
  Service  utilizes  the  latest  price  quotations and a matrix system (which
  considers  such  factors  as  security prices of similar securities, yields,
  maturities,  and ratings).  The Service has been approved by the Funds Board
 of Directors.

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

     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

16
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     Federal Income Taxes (continued)

       income or excise tax to the extent the Fund distributes to shareholders
 each year its taxable income, including any net realized gains on investments
  in  accordance with requirements of the Internal Revenue Code.  Accordingly,
  no  provision  for  federal  income  tax  or excise tax has been made in the
 financial statements.

At December 31, 1996, the Fund, for federal income tax purposes, had a capital
     loss carryforward of $8,371. Of this amount, $889 will expire on December
      31, 2002, $7,390 will expire on December 31, 2003 and $92 will expire on
   December 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
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

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


          The  Fund  hereby  designates  100% of its ordinary distributions as
 tax-exempt dividends for the year ended December 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 reported amounts of assets and liabilities and
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the revenues and expenses
  during  the  reporting  period.    Actual  results  could  differ from those
 estimates.

17
<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 $74,427 for the year ended
 December 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 0.85% of average daily net assets each year.  The fee
  waiver  and  assumption  of  expenses by the Advisor is voluntary and may be
 terminated at any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $3,572 for the year ended December 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 $6,750 for the
 year ended December 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
 $4,563,432 and $297,922, respectively, for the year ended December 31, 1996.

18
<PAGE>

NOTES TO FINANCIAL STATEMENTS

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of Diversified Tax Exempt Series were:
<TABLE>

<CAPTION>



              For the Year                   For the Year
             Ended 12/31/96                 Ended 12/31/95

                 Shares          Amount         Shares         Amount
<S>          <C>              <C>           <C>              <C>
             
Sold                535,294   $ 5,427,100          330,682   $3,323,798 
Reinvested           60,908       612,628           43,117      433,995 
Repurchased        (147,335)   (1,493,261)         (82,916)    (811,224)
             ---------------  ------------  ---------------  -----------
Total               448,867   $ 4,546,467          290,883   $2,946,569 
</TABLE>




6.     FINANCIAL INSTRUMENTS

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

19
<PAGE>

Independent Auditors' Report

TO THE SHAREHOLDERS AND DIRECTORS OF
MANNING & NAPIER FUND, INC.- DIVERSIFIED TAX EXEMPT SERIES:

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund, Inc.- Diversified Tax Exempt Series, including the
  schedule  of portfolio investments, as of December 31, 1996, and the related
  statement of operations for the year then ended, the statement of changes in
  net  assets  for  each  of  the  two  years in the period then ended and the
  financial  highlights  for  each  of  the periods indicated in the financial
  highlights table herein. These financial statements and financial highlights
  are  the  responsibility  of  the Funds management. Our responsibility is to
  express  an  opinion  on these financial statements and financial highlights
 based on our audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
 position of the Manning & Napier Fund, Inc.- Diversified Tax Exempt Series as
  of December 31, 1996, the results of its operations for the year then ended,
  the  changes  in its net assets for each of the two years in the period then
  ended  and the financial highlights for each of the periods indicated in the
  financial  highlights  table  herein  in  conformity with generally accepted
 accounting principles.
     
     COOPERS & LYBRAND L.L.P.
     
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997

20
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Ohio Tax Exempt Series

Annual Report

December 31, 1996

<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

     A fairly common expression being bandied about today is the phrase "if it
 doesn't kill you, it will make you stronger".  To a certain extent, that sums
  up  the  bond market in 1996.  The mediocre municipal bond market returns in
  1996  are the result of short_term factors, specifically an ungrounded scare
  about  excessive growth and inflation plus uncertainty over the presidential
  election.   Combine those factors with the rather extraordinary returns that
 the muni market generated in 1995, and the result is the mediocrity that will
  be  remembered  as  1996.    We would like to point out, however, that it is
 short_term situations like those encountered in 1996 that provide us with the
  needed opportunities to position the portfolio to benefit from the long_term
  trends which are the most important determinants of municipal bond returns. 
  Having said all this, it is worthwhile to review what happened in 1996, just
  what the impact of the election was, and what all this portends for 1997 and
 beyond.

     A GROWTH AND INFLATION SCARE:

       At the end of 1995, the psychology in the muni market was 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
 economic factors overshadowed what proved to be unfounded fears regarding the
  potential  for  a  flat  tax  and the negative impact that would have on the
 municipal bond market.

        Unfortunately, the economic tide began to turn rather quickly right at
  the  start  of  the year.  One of the reasons the market rallied so strongly
  during  the  later  half of 1995 can be traced to speculative investments in
  fixed  income  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.
  assets.    As long as Japanese short-term 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 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 in all fixed income
 markets, including munis.

     As spring began, the bond markets were 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

1
<PAGE>

Management Discussion and Analysis (continued)


        releases reported job gains that were much stronger than in 1995.  The
  probability  of  a  recession became remote, and fears of inflation began to
  emerge.    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 higher.  As the summer
  ended,  concerns seemed to be somewhat calmed, but rates remained stubbornly
 high.

      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%, further
 evidence that inflation was not increasing.

     In the near_term, no one likes to see rising interest rates, but over the
  longer_term,  if  one  expects  inflation  to  remain  under control, rising
  interest rates can create compelling fixed income buying opportunities.   In
  the  fixed  income markets, 1996 was 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.

     THE ELECTION:

       As everyone is quite aware, 1996 was an election year, which always has
 some entertainment value.  The political posturing started at the end of 1995
  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.  Relative to other fixed income securities, the fortunes of
 munis waxed and waned inversely with the fortunes of Steve Forbes.

     Ultimately President Clinton was reelected, but the Republicans were able
  to  hold on to the Congress.  The net result was an administration that will
  be  unable  to get any meaningful spending increases through Congress, and a
  Congress  that will be unable to enact anything in the way of meaningful tax
  cuts.   It is not necessarily gridlock, but the consensus after the election
  was  that  if  anything  is  going  to get passed, it will relate to deficit
 reduction.  That bodes well for all fixed income markets, including munis.


2
<PAGE>
Management Discussion and Analysis (continued)

       Elections always 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.  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 have made it clear that only fiscally sound policies will
  be  tolerated.  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
  monies  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  have  had  a  presidential  campaign in which the
  Republican  challenger  called  for a tax cut while the Democratic incumbent
  attacked  it  for  being budgetarily imprudent.  The new reality is that the
  only  poll  that  seems to matter is the one being taken daily in the global
 financial markets; sound policies are rewarded, unsound policies are not.

     1997 AND BEYOND:

     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, non-cyclical influences that have brought down
  interest  rates,  have  capped  inflation  expectations,  and  have  allowed
  longer_term,  non_callable securities to provide strong investment returns. 
  The short_term economic factors and the election are relevant, but they need
  to be viewed as creating the buying opportunities that are necessary so that
 your portfolio can benefit from a long_term overview.  In essence, 1996 was a
 small piece of the big picture.

          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  to the extent possible.  As always, our preference
  was  for the highest quality securities, especially general obligation bonds
  and  pre_refunded  bonds.   Revenue bonds were restricted primarily to those
  that  were  backed by necessary services.   We believe that the bumps in the
 road in 1996 have set the stage for a solid turnaround in 1997.

3
<PAGE>

Management Discussion and Analysis (continued)


     CONCLUSION:

          While 1996 was a difficult year, 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  to note 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, and that the uncertainties introduced by elections are becoming even
 more ephemeral 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 a healthy, happy, and prosperous 1997.

Sincerely,

Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Data for chart to follow:

Portfolio Composition** - As of 12/31/96

General Obligation Bonds - 63%
Revenue Bonds - 32%
Pre-Refunded Bonds - 5%

**As a percentage of municipal securities.

<graphic>
<pie chart>

Data for chart to follow:

<TABLE>

<CAPTION>




Quality Ratings * -As of 12/31/96
<S>                                                                 <C>
                                                                    
Aaa                                                                  90%
Aa                                                                    5%
A                                                                     3%
Not Rated                                                             2%

*  Using Moody's Ratings, as a percentage of municipal securities.
</TABLE>



4
<PAGE>





Performance Update as of December 31, 1996

<TABLE>

<CAPTION>




            Manning & Napier Fund, Inc.
               Ohio Tax Exempt Series
<S>         <C>                           <C>            <C>
            
                                          Total Return
Through     Growth of $10,000                            Average
12/31/96    Investment                    Cumulative     Annual

One Year    $                     10,316          3.16%     3.16%
Inception2  $                     11,331         13.31%     4.43%
</TABLE>




<TABLE>

<CAPTION>



Merrill Lynch Intermediate Municipal Index
<S>                                         <C>                 <C>            <C>
                                            
                                                                Total Return
                                            Growth of $10,000                  Average
Through                                     Investment          Cumulative     Annual
12/31/96
One Year                                    $           10,464          4.64%     4.64%
Inception2                                  $           11,520         15.20%     5.03%
</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Ohio
Tax Exempt Series from its inception
(2/14/94) to present (12/31/96) as
compared to the Merrill Lynch Intermediate
Municipal Index.1
<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>





Date      Manning & Napier Ohio  Merrill Lynch Intermediate
            Tax Exempt Series         Municipal Index
<S>       <C>                    <C>
         
01/17/94                 10,000                      10,000
06/30/94                  9,540                       9,652
12/31/94                  9,377                       9,709
06/30/95                 10,288                      10,478
12/31/95                 10,985                      11,009
06/30/96                 10,828                      11,068
12/31/96                 11,331                      11,520
</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance numbers are calculated from
February 14, 1994, the Fund's inception date.  The Fund's
performance is historical and may not be indicative of future results.


5
<PAGE>

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                             Principal     Value
                                                               Amount    (Note 2)
OHIO MUNICIPAL SECURITIES - 97.5%
<S>                                                          <C>         <C>
                                                             
Akron Bath Copley Joint Twnshp. Childrens Hos. Med.
   Ctr., Revenue Bond, 7.45%, 11/15/2020                     $   50,000  $ 56,389 
Akron Limited Tax, G.O. Bond, 4.10%, 12/1/2001                   65,000    63,896 
Akron Waterworks, Revenue Management Bond, 5.70%
   3/1/2007                                                     100,000   105,089 
Allen County, G.O. Bond, 5.30%, 12/1/2007                       100,000   101,937 
Amherst Police & Jail Facility, G.O. Bond, 5.375%,
   12/1/2012                                                     50,000    50,332 
Avon Lake, G.O. Bond, 5.70%, 12/1/2006                           60,000    62,636 
Avon Lake, G.O. Bond, 6.00%,12/1/2009                            40,000    41,789 
Bedford Heights, G.O. Bond, Series A, 5.65%, 12/1/2014           60,000    62,139 
Belmont County, G.O. Bond, 5.15%, 12/1/2010                     100,000    99,163 
Bexley City School District, G.O. Bond, 6.50%, 12/1/2016         20,000    22,170 
Cincinnati, G.O. Bond, 4.60%,12/1/2003                           50,000    50,071 
Clermont County Hospital Facilities Mercy Health Care
   System, Revenue Bond, Series A, 7.625%, 1/1/2015              25,000    26,439 
Cleveland City School District, G.O. Bond, 5.875%,
   12/1/2011                                                    125,000   128,291 
Cleveland Public Power System Improvement, Revenue
   Bond, 1st Mtg., 8.375%, 8/1/2017                              50,000    52,368 
Cleveland Waterworks Revenue Ref. & Impt. - First Meeting,
   Revenue Bond, Series H, 5.50%, 1/1/2010                      170,000   172,807 
Cleveland Waterworks, Revenue Bond, 1st Mtg., Series G,
   5.50%, 1/1/2013                                              100,000   101,491 
Columbus Limited Tax, G.O. Bond, Series A, 4.85%,
   7/1/2004                                                      50,000    50,817 
Columbus, G.O. Bond, Series B, 6.10%, 1/1/2003                  100,000   108,496 
Columbus, G.O. Bond, Series D, 5.50%, 9/15/2008                  50,000    51,779 
Crawford County, G.O. Bond, 6.75%, 12/1/2019                    175,000   196,688 
Cuyahoga County, G.O. Bond, Series A, 4.30%,
   10/1/1999                                                     50,000    50,164 
Cuyahoga Falls, G.O. Bond, 7.20%, 12/1/2010                      75,000    82,616 
Delaware City School District, Construction & Impt.,
   G.O. Bond, Series B, 5.20%, 12/1/2016                        100,000    95,115 
Fairfield County Hospital Impt., Lancaster-Fairfield
   Community Hospital, Revenue Bond, 7.00%, 6/15/2012            50,000    55,944 
Findlay Water, Revenue Bond, 5.45%, 11/1/2008                   100,000   102,178 
</TABLE>


The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





                                                           Principal     Value
                                                             Amount    (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
<S>                                                        <C>         <C>
                                                           
Franklin County, G.O. Bond, 4.95%, 12/1/2004               $   50,000  $ 51,115 
Franklin County, G.O. Bond, 5.50%, 12/1/2013                  100,000   101,048 
Gahanna-Jefferson City School District, G.O. Bond,
   4.75%, 12/1/1999                                            50,000    50,801 
Green Local School District - Summit, G.O. Bond,
   5.20%, 12/1/2003                                            75,000    77,556 
Greene County Sewer System, Revenue Bond, 5.50%,
   12/1/2018                                                   30,000    29,363 
Hamilton County Building Impt. - Museum Center,
   G.O. Bond, 5.85%, 12/1/2001                                 50,000    53,150 
Hamilton County Sewer System Ref. & Impt. - Metro Sewer
   District, Revenue Bond, Series A, 4.75%, 12/1/2000          50,000    50,837 
Hamilton County Sewer System Ref. & Impt. - Metro Sewer
   District, Revenue Bond, Series A, 5.00%, 12/1/2014         125,000   118,338 
Hilliard School District, G.O. Bond, 6.35%, 12/1/2003          60,000    66,091 
Hilliard School District, G.O. Bond, Series A, 5.00%,
   12/1/2020                                                  225,000   209,556 
Huber Heights Water Systems, Revenue Bond, 5.25%,
   12/1/2007                                                  200,000   204,836 
Kettering City School District  School Impt., G.O. Bond,
   5.30%, 12/1/2014                                           125,000   123,006 
Kettering City School District, G.O. Bond, 4.85%,
   12/1/2006                                                   40,000    39,961 
Kettering City School District, G.O. Bond, 5.25%,
   12/1/2022                                                   60,000    57,380 
Kings Local School District, G.O. Bond, 5.50%,
   12/1/2021                                                  115,000   113,155 
Lakewood City School District, G.O. Bond, 5.55%,
   12/1/2013                                                  100,000   100,975 
Lakota Local School District, G.O. Bond, 5.75%,
   12/1/2006                                                   50,000    53,038 
Lakota Local School District, G.O. Bond, 7.00%,
   12/1/2008                                                  100,000   117,492 
Lakota Local School District, G.O. Bond, 7.90%,
   12/1/2011                                                   45,000    48,274 
Lorain Water System, Revenue Bond, 4.75%, 4/1/2005            125,000   124,822 
Mahoning County Limited Tax, G.O. Bond, 5.65%,
   12/1/1998                                                   20,000    20,617 
</TABLE>


The accompanying notes are an integral part of the financial statements.
7
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





                                                             Principal     Value
                                                               Amount    (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
<S>                                                          <C>         <C>
                                                             
Mahoning County, G.O. Bond, 5.70%, 12/1/2006                 $  100,000  $105,807 
Mahoning County, G.O. Bond, 5.70%, 12/1/2009                    150,000   156,204 
Mason City School District, G.O. Bond, 5.00%, 12/1/2007         120,000   119,995 
Montgomery County, G.O. Bond, 5.30%, 9/1/2007                    65,000    66,457 
Montgomery County, Moraine-Beaver Creek Sewers,
   Revenue Bond, 5.60%, 9/1/2011                                100,000   101,547 
North Canton City School District, G.O. Bond, 5.85%,
   12/1/2007                                                     40,000    42,625 
North Olmstead, G.O. Bond, 6.20%, 12/1/2011                     200,000   219,474 
Northeast Ohio Regional Sewer District Waste & Water
   Impt., Revenue Bond, 6.50%, 11/15/2016                       100,000   109,968 
Northwood Local School District, G.O. Bond, 5.55%,
   12/1/2006                                                     65,000    68,808 
Northwood Local School District, G.O. Bond, 6.20%,
   12/1/2013                                                     40,000    42,620 
Ohio, G.O. Bond, 6.50%, 8/1/2011                                 50,000    53,668 
Ohio Building Authority, Local Jail Grant, Revenue Bond,
   Series A, 4.65%, 10/1/2005                                    50,000    49,241 
Ohio Building Authority, State Facilities - Administration
   Building, Revenue Bond, 5.50%, 10/1/2005                      50,000    52,400 
Ohio Higher Education Facility, University of Dayton
   Project, Revenue Bond, 5.80%, 12/1/2019                      100,000   101,958 
Ohio Public Facilities, Higher Education, Revenue Bond,
   Series II-A, 4.25%, 12/1/2002                                 50,000    49,055 
Ohio Turnpike, Revenue Bond, Series A, 5.40%, 2/15/2009         250,000   253,618 
Ohio Water Development Authority Ref. & Impt. - Pure
   Water, Revenue Bond, 5.75%, 12/1/2005                         60,000    63,674 
Ohio Water Development Authority Pure Water, Revenue
   Bond, Series I, 6.00%, 12/1/2016                              40,000    41,131 
Ohio Water Development Authority, Pollution Control
   Facility, Revenue Bond, 5.25%, 12/1/2014                     100,000    96,507 
Ottawa County, G.O. Bond, 5.45%, 9/1/2006                        30,000    31,444 
Pickerington Local School District Construction & Impt.,
   G.O. Bond, 5.375%, 12/1/2019                                 150,000   145,854 
Pickerington Water Systems Improvements, G.O. Bond,
   5.85%, 12/1/2013                                              50,000    51,545 
Reynoldsburg City School District, G.O. Bond, 6.55%,
   12/1/2017                                                    175,000   191,726 
</TABLE>


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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>






                                                             Principal        Value
                                                           Amount/Shares    (Note 2)
OHIO MUNICIPAL SECURITIES (continued)
<S>                                                        <C>             <C>
                                                          
Rocky River City School District, G.O. Bond, Series A,
   6.375%, 12/1/1998                                       $       25,000  $   26,125 
Rocky River City School District, G.O. Bond, Series A,
   6.90%, 12/1/2011                                                50,000      55,465 
Rural Lorain Water Authority Ref. & Impt., Revenue Bond,
   5.30%, 10/1/2012                                               110,000     108,490 
South-Western City School District, Franklin & Pickway
   Counties G.O. Bond, 4.80%, 12/1/2006                           100,000      99,032 
Stark County Hospital, Doctors Hospital, Inc., Revenue
   Bond, 8.625%, 4/1/2018                                          30,000      32,269 
Stark County, G.O. Bond, 5.70%, 11/15/2017                        100,000     100,893 
Summit County, G.O. Bond, 5.75%, 12/1/2008                        175,000     183,060 
Toledo Sewer System, Revenue Bond, 6.35%, 11/15/2017              185,000     198,738 
Toledo, G.O. Bond, 5.95%,12/1/2015                                175,000     181,682 
Trumbull County, G.O. Bond, 6.20%, 12/1/2014                      100,000     106,470 
Warren, G.O. Bond, 5.20%,11/15/2013                                50,000      51,779 
Warren County Waterworks, Revenue Bond, 6.00%,
   12/1/2014                                                      100,000     104,268 
Warren County Waterworks, Revenue Bonds, 5.45%,
   12/1/2015                                                      140,000     136,605 
Wood County, G.O. Bond, 5.40%,12/1/2013                            50,000      50,138 
Youngstown, G.O. Bond, 6.125%,12/1/2014                            50,000      52,792 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $7,266,606)                                             7,505,347 

SHORT-TERM INVESTMENTS - 1.7%
   Dreyfus Municipal Reserves (Identified Cost $128,772           128,772     128,772 

TOTAL INVESTMENTS - 99.2%
   (Identified Cost $7,395,378)                                             7,634,119 

OTHER ASSETS, LESS LIABILITIES - 0.8%                                          63,436 

NET ASSETS - 100%                                                           7,697,555 
</TABLE>


Key -
G.O. Bond - General Obligation Bond
Ref.. - Referendum
Impt. - Improvement

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

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                 <C>
                                                                                    
At December 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $7,395,378 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                 $258,804 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                  (20,063)

UNREALIZED APPRECIATION - NET                                                       $238,741 
</TABLE>



The accompanying notes are an integral part of the financial statements.
10
<PAGE>
Statement of Assets and Liabilities
<TABLE>

<CAPTION>




DECEMBER 31, 1996
<S>                                                         <C>
                                                            
ASSETS:

Investments, at value (Identified Cost $7,395,378)(Note 2)  $7,634,119
Interest receivable                                             62,642
Receivable for fund shares sold                                 25,460
Prepaid expense                                                    265

TOTAL ASSETS                                                 7,722,486


LIABILITIES:

Accrued management fees (Note 3)                                 8,382
Accrued Directors' fees (Note 3)                                 1,662
Audit fee payable                                               13,666
Other payables and accrued expenses                              1,221

TOTAL LIABILITIES                                               24,931

NET ASSETS FOR 756,391 SHARES OUTSTANDING                   $7,697,555


NET ASSETS CONSIST OF:

Capital stock                                               $    7,564
Additional paid-in-capital                                   7,449,142
Undistributed net investment income                              2,108
Net unrealized appreciation on investments                     238,741

TOTAL NET ASSETS                                            $7,697,555

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($7,697,555/756,391 shares)                                 $    10.18
</TABLE>



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

Statement of Operations
<TABLE>

<CAPTION>



FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                       <C>
                                                          
INVESTMENT INCOME:

Interest                                                  $363,824 

EXPENSES:

Management fees (Note 3)                                    34,563 
Directors' fees (Note 3)                                     6,750 
Transfer agent fees (Note 3)                                 1,664 
Audit fee                                                   11,909 
Custodian fee                                                3,500 
Miscellaneous                                                1,892 

Total Expenses                                              60,278 

Less Waiver of Expenses (Note 3)                            (1,181)

Net Expenses                                                59,097 

NET INVESTMENT INCOME                                      304,727 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     3,259 
Net change in unrealized appreciation on investments       (51,282)

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS                                           (48,023)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $256,704 
</TABLE>



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

Statement of Changes in Net Assets
<TABLE>

<CAPTION>




                                                                       For the Year      For the Year
                                                                      Ended 12/31/96    Ended 12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                                  <C>               <C>
                                                                     
OPERATIONS:

Net investment income                                                $       304,727   $       213,139 
Net realized gain (loss) on investments                                        3,259              (667)
Net change in unrealized appreciation on investments                         (51,282)          507,287 

Net increase in net assets from operations                                   256,704           719,759 


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                                  (303,669)         (215,626)
From net realized gain on investments                                         (1,397)               -- 

Total distributions to shareholders                                         (305,066)         (215,626)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share transactions (Note 5)        1,602,341         1,738,597 
Net increase in net assets                                                 1,553,979         2,242,730 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $2,108 and $1,076, respectively)                        $     7,697,555   $     6,143,576 
</TABLE>



The accompanying notes are an integral part of the financial statements.
13
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>




                                                                                                 For the Period
                                                                                                    2/14/94
                                                                                                 (commencement
                                                              For the Year      For the Year     of operations)
                                                             Ended 12/31/96    Ended 12/31/95     to 12/31/94
<S>                                                         <C>               <C>               <C>
                                                            
Per share data (for a share outstanding throughout
each period)

NET ASSET VALUE - BEGINNING  OF PERIOD                      $         10.31   $          9.18   $         10.00 

Income from investment operations:
   Net investment income                                              0.439             0.419             0.205 
   Net realized and unrealized gain (loss)
      on investments                                                 (0.129)            1.136            (0.828)

Total from investment operations                                      0.310             1.555            (0.623)

Less distributions to shareholders:
   From net investment income                                        (0.438)           (0.425)           (0.197)
   From net realized gain on investments                             (0.002)               --                -- 

Total distributions to shareholders                                  (0.440)           (0.425)           (0.197)

NET ASSET VALUE - END OF PERIOD                             $         10.18   $         10.31   $          9.18 

Total return:(1)                                                       3.15%            17.14%           (6.23)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                                        0.85%**           0.85%**          0.85%*(2)
    Net investment income                                           4.40%**           4.50%**          4.03%*(2)

Portfolio turnover                                                        2%                1%                2%

NET ASSETS - END OF PERIOD (000's omitted)                  $         7,698   $         6,144   $         3,901 

* The investment advisor did not impose its management
 fee and paid a portion of the Fund's expenses.

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

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

Net Investment Income                                       $         0.437   $         0.411   $         0.141 
Ratios (to average net assets):
   Expenses                                                            0.87%             0.94%          2.07%(2)
   Net investment income                                               4.38%             4.41%          2.81%(2)

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



The accompanying notes are an integral part of the financial statements.
14
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION

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

         Shares of the Fund are offered to investors, employees and clients of
  Manning  &  Napier  Advisors,  Inc. (the "Advisor") and its affiliates.  The
  total  authorized  capital  stock of the Corporation consists of one billion
  shares of common stock each having a par value of $0.01.  As of December 31,
  1996,  940  million shares have been designated in total among 19 series, of
  which  50  million  have  been  designated as Ohio Tax Exempt Series Class Q
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Municipal  securities will normally be valued on the basis of market
  valuations  provided  by  an independent pricing service (the Service).  The
  Service  utilizes  the  latest  price  quotations and a matrix system (which
  considers  such  factors  as  security prices of similar securities, yields,
  maturities,  and ratings).  The Service has been approved by the Funds Board
 of Directors.

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

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

     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.

15
<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 tax exempt income are made quarterly.
  Distributions  are  recorded  on the ex-dividend date.  Distributions of net
  realized  gains are distributed annually.  An additional distribution may be
 necessary to avoid taxation of the Fund.

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

          The  Fund  hereby  designates  100% of its ordinary distributions as
  tax-exempt  dividends  and  100%  of  its  gains  dividends  as capital gain
 dividends for the year ended December 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 reported amounts of assets and liabilities and
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the 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 0.50% of the Fund's
  average  daily  net  assets.  The fee amounted to $34,563 for the year ended
 December 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.

16
<PAGE>
Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.85%  of  average  daily  net  assets  each year.
  Accordingly,  the  Advisor  waived  fees  of $1,181, which is reflected as a
  reduction  of  expenses  on the Statement of Operations.  The fee waiver and
  assumption  of expenses by the Advisor is voluntary and may be terminated at
 any time.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing agent for the Fund.  For these services, the Fund pays a fee which
  is  calculated  as a percentage of the average daily net assets at an annual
  rate  of 0.024%; this fee amounted to $1,664 for the year ended December 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 $6,750 for the
 year ended December 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
 $1,751,540 and $123,530, respectively, for the year ended December 31, 1996.

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of Ohio Tax Exempt Series were:
<TABLE>

<CAPTION>



              For the Year                  For the Year
             Ended 12/31/96                Ended 12/31/95
                 Shares         Amount         Shares         Amount
             ---------------  -----------  ---------------  -----------
<S>          <C>              <C>          <C>              <C>
            
Sold                187,378   $1,880,010          163,241   $1,658,399 
Reinvested           30,485      305,066           21,448      215,626 
Repurchased         (57,415)    (582,735)         (13,614)    (135,428)
Total               160,448   $1,602,341          171,075   $1,738,597 
</TABLE>


17
<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 and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
 purposes.  No such investments were held by the Fund on December 31, 1996.

7.  CONCENTRATION OF CREDIT

The Fund primarily invests in debt obligations issued by the State of Ohio and
        its political subdivisions, agencies, and public authorities to obtain
        funds  for  various  public purposes.  The Fund is more susceptible to
     factors adversely affecting issues of Ohio municipal securities than is a
      municipal bond fund that is not concentrated in these issues to the same
    extent.

18
<PAGE>

Independent Auditors' Report

TO THE SHAREHOLDERS AND DIRECTORS OF
MANNING & NAPIER FUND, INC.- OHIO TAX EXEMPT SERIES:

       We have audited the accompanying statement of assets and liabilities of
  Manning  & Napier Fund, Inc.- Ohio Tax Exempt Series, including the schedule
  of portfolio investments, as of December 31, 1996, and the related statement
 of operations for the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the periods indicated in the financial highlights
  table  herein.  These  financial statements and financial highlights are the
  responsibility  of the Funds management. Our responsibility is to express an
  opinion  on these financial statements and financial highlights based on our
 audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position  of  the  Manning & Napier Fund, Inc.- Ohio Tax Exempt Series as of
 December 31, 1996, the results of its operations for the year then ended, the
  changes in its net assets for each of the two years in the period then ended
  and  the  financial  highlights  for  each  of  the periods indicated in the
  financial  highlights  table  herein  in  conformity with generally accepted
 accounting principles.
     
     COOPERS & LYBRAND L.L.P.
     
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997

19
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.

New York Tax Exempt Series

Annual Report
December 31, 1996

<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

     A fairly common expression being bandied about today is the phrase "if it
 doesn't kill you, it will make you stronger".  To a certain extent, that sums
  up  the  bond market in 1996.  The mediocre municipal bond market returns in
  1996  are the result of short_term factors, specifically an ungrounded scare
  about  excessive growth and inflation plus uncertainty over the presidential
  election.   Combine those factors with the rather extraordinary returns that
 the muni market generated in 1995, and the result is the mediocrity that will
  be  remembered  as  1996.    We would like to point out, however, that it is
 short_term situations like those encountered in 1996 that provide us with the
  needed opportunities to position the portfolio to benefit from the long_term
  trends which are the most important determinants of municipal bond returns. 
  Having said all this, it is worthwhile to review what happened in 1996, just
  what the impact of the election was, and what all this portends for 1997 and
 beyond.

     A GROWTH AND INFLATION SCARE:

       At the end of 1995, the psychology in the muni market was 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
 economic factors overshadowed what proved to be unfounded fears regarding the
  potential  for  a  flat  tax  and the negative impact that would have on the
 municipal bond market.

        Unfortunately, the economic tide began to turn rather quickly right at
  the  start  of  the year.  One of the reasons the market rallied so strongly
  during  the  later  half of 1995 can be traced to speculative investments in
  fixed  income  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.
  assets.    As long as Japanese short-term 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 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 in all fixed income
 markets, including munis.

     As spring began, the bond markets were shocked by the February employment
  report  issued  by  the  Bureau of Labor Statistics.  The number of new jobs
 created during the

1
<PAGE>
Management Discussion and Analysis (continued)


         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 in 1995.  The
  probability  of  a  recession became remote, and fears of inflation began to
  emerge.    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 higher.  As the summer
  ended,  concerns seemed to be somewhat calmed, but rates remained stubbornly
 high.

      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%, further
 evidence that inflation was not increasing.

     In the near_term, no one likes to see rising interest rates, but over the
  longer_term,  if  one  expects  inflation  to  remain  under control, rising
  interest rates can create compelling fixed income buying opportunities.   In
  the  fixed  income markets, 1996 was 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.

     THE ELECTION:

       As everyone is quite aware, 1996 was an election year, which always has
 some entertainment value.  The political posturing started at the end of 1995
  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.  Relative to other fixed income securities, the fortunes of
 munis waxed and waned inversely with the fortunes of Steve Forbes.

     Ultimately President Clinton was reelected, but the Republicans were able
  to  hold on to the Congress.  The net result was an administration that will
  be  unable  to get any meaningful spending increases through Congress, and a
  Congress  that will be unable to enact anything in the way of meaningful tax
  cuts.   It is not necessarily gridlock, but the consensus after the election
  was  that  if  anything  is  going  to get passed, it will relate to deficit
 reduction.  That bodes well for all fixed income markets, including munis.

2
<PAGE>
Management Discussion and Analysis (continued)

       Elections always 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.  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 have made it clear that only fiscally sound policies will
  be  tolerated.  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
  monies  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  have  had  a  presidential  campaign in which the
  Republican  challenger  called  for a tax cut while the Democratic incumbent
  attacked  it  for  being budgetarily imprudent.  The new reality is that the
  only  poll  that  seems to matter is the one being taken daily in the global
 financial markets; sound policies are rewarded, unsound policies are not.

     1997 AND BEYOND:

     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, non-cyclical influences that have brought down
  interest  rates,  have  capped  inflation  expectations,  and  have  allowed
  longer_term,  non_callable securities to provide strong investment returns. 
  The short_term economic factors and the election are relevant, but they need
  to be viewed as creating the buying opportunities that are necessary so that
 your portfolio can benefit from a long_term overview.  In essence, 1996 was a
 small piece of the big picture.

          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  to the extent possible.  As always, our preference
  was  for the highest quality securities, especially general obligation bonds
  and  pre_refunded  bonds.   Revenue bonds were restricted primarily to those
  that  were  backed by necessary services.   We believe that the bumps in the
 road in 1996 have set the stage for a solid turnaround in 1997.

3
<PAGE>

Management Discussion and Analysis (continued)


     CONCLUSION:

          While 1996 was a difficult year, 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  to note 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, and that the uncertainties introduced by elections are becoming even
 more ephemeral 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 a healthy, happy, and prosperous 1997.

     Sincerely,

     Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Data for chart to follow:

Portfolio Composition** - As of 12/31/96

General Obligation Bonds - 70%
Revenue Bonds - 24%
Pre-Refunded Bonds - 6%

**As a percentage of municipal securities.

<graphic>
<pie chart>
Data for chart to follow:

<TABLE>

<CAPTION>




Quality Ratings* - As of 12/31/96
<S>                                                               <C>
                                                                 
Aaa                                                                82%
Aa                                                                 15%
A                                                                   3%

* Using Mood's Ratings, as a percentage of municipal securities.
</TABLE>



4
<PAGE>

Performance Update as of December 31, 1996

<TABLE>

<CAPTION>





Manning & Napier Fund, Inc.
New York Tax Exempt Series
<S>                          <C>                 <C>            <C>
                            
                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/96                     Investment          Cumulative     Annual

One Year                     $           10,332          3.32%     3.32%
Inception 2                  $           11,243         12.43%     4.04%
</TABLE>




<TABLE>

<CAPTION>



Merrill Lynch Intermediate Municipal Index
<S>                                         <C>                 <C>            <C>
                                           
                                                                Total Return
Through                                     Growth of $10,000                  Average
12/31/96                                    Investment          Cumulative     Annual

One Year                                    $           10,464          4.64%     4.64%
Inception 2                                 $           11,532         15.32%     4.93%
</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - New York
Tax Exempt Series from its inception
(1/17/94) to present (12/31/96) as
compared to the Merrill Lynch Intermediate
Municipal Index.1

<graphic>
<line chart>
Data for chart to follow:

<TABLE>

<CAPTION>




Date      Manning & Napier New York  Merrill Lynch Intermediate Municipal
              Tax Exempt Series                     Index
<S>       <C>                        <C>
         
01/17/94                     10,000                                10,000
06/30/94                      9,460                                 9,662
12/31/94                      9,318                                 9,719
06/30/95                     10,202                                10,489
12/31/95                     10,882                                11,020
06/30/96                     10,733                                11,080
12/31/96                     11,243                                11,532
</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 380 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

2 The Fund and Index performance numbers are calculated from
January 17, 1994, the Fund's inception date.  The Fund's
performance is historical and may not be indicative of future results.

5
<PAGE>


Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                      Principal     Value
                                                        Amount    (Note 2)
<S>                                                   <C>         <C>
                                                     
NEW YORK MUNICIPAL SECURITIES - 95.5%

Albany City School District, G.O. Bond, 4.35%,
   2/1/2001                                           $  475,000  $473,437 
Albany City School District, G.O. Bond, 4.35%,
   2/1/2002                                              150,000   148,728 
Albany County, G.O. Bond, 5.75%, 6/1/2010                200,000   206,744 
Amherst Public Improvement, G.O. Bond, 4.625%,
   3/1/2004                                              250,000   249,382 
Amherst Public Improvement, G.O. Bond, 4.625%,
   3/1/2007                                              200,000   194,844 
Battery Park City Authority, Revenue Bond, 7.70%,
   5/1/2015                                              500,000   548,840 
Bayport-Blue Point Union Free School District, G.O.
   Bond, 5.60%, 6/15/2012                                250,000   257,195 
Brighton Central School District, G.O. Bond,
   5.40%, 6/1/2012                                       250,000   250,748 
Brockport Central School District, G.O. Bond,
   5.50%, 6/15/2015                                      300,000   300,648 
Broome County Public Safety, Certificate
   Participation, 5.00%, 4/1/2006                        250,000   252,378 
Buffalo General Improvement, G.O. Bond, Series A,
   4.75%, 2/1/2004                                       500,000   502,070 
Buffalo Schools, G.O. Bond, Series B, 5.05%,
   2/1/2009                                              250,000   246,655 
Buffalo, G.O. Bond, 5.00%, 12/1/2009                     150,000   147,890 
Cattaraugus County Public Improvement, G.O. Bond,
   5.00%, 8/1/2007                                       300,000   303,183 
Colonie, G.O. Bond, 5.20%, 8/15/2008                     100,000   101,610 
Cortlandville, G.O. Bond, 5.40%, 6/15/2013               155,000   155,817 
East Hampton, G.O. Bond, 4.625%, 1/15/2007               175,000   170,135 
East Hampton, G.O. Bond, 4.625%, 1/15/2008               175,000   167,475 
Ellenville Central School District, G.O. Bond,
   5.375%, 5/1/2009                                      210,000   216,735 
Erie County Public Improvement, G.O. Bond,
   5.80%, 1/15/2003                                      230,000   245,516 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2009       100,000   102,881 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2025       400,000   392,656 
</TABLE>


The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                       Principal     Value
                                                         Amount    (Note 2)
NEW YORK MUNICIPAL SECURITIES (continued)
<S>                                                    <C>         <C>
                                                       
Fillmore Central School District, G.O. Bond, 5.25%,
   6/15/2015                                           $  300,000  $293,064 
Gloversville City School District, G.O. Bond, 5.00%,
   6/15/2005                                              350,000   356,513 
Greene Central School District, G.O. Bond, 5.25%,
   6/15/2012                                              195,000   194,177 
Guilderland School District, G.O. Bond, 4.75%,
   6/15/1998                                              130,000   131,786 
Guilderland School District, G.O. Bond, 4.90%,
   6/15/2008                                              370,000   362,437 
Hamburg Central School District, G.O. Bond,
   5.375%, 6/1/2014                                       600,000   596,952 
Hempstead Town, G.O. Bond, Series B, 5.625%,
   2/1/2010                                               200,000   206,402 
Holland Central School District, G.O. Bond,
   6.125%, 6/15/2010                                      245,000   264,120 
Huntington, G.O. Bond, 5.875%, 9/1/2009                   250,000   263,062 
Huntington, G.O. Bond, 5.90%, 1/15/2007                   300,000   322,869 
Indian River Central School District, G.O. Bond,
     Second Series, 4.30%, 12/15/2003                     475,000   469,623 
Irvington Union Free School District, G.O. Bond,
    Series B, 5.10%, 7/15/2005                            275,000   281,105 
Jamesville-Dewitt Central School District, G.O.
    Bond, 5.75%, 6/15/2009                                420,000   446,124 
Jordan-El Bridge Central School District, G.O. Bond,
     5.875%, 6/15/2008                                    500,000   535,365 
Kingston City School District, Series B,  6.80%,
   12/15/1997                                             100,000   103,029 
Le Roy Central School District, G.O. Bond, 0.10%,
   6/15/2008                                              350,000   195,856 
Middletown City School District, G.O. Bond, Series
     A, 5.50%, 11/15/2005                                 175,000   184,662 
Monroe County Public Improvement - Prerefunded,
     G.O. Bond, 6.00%, 3/1/2002                            95,000   101,755 
Monroe County Public Improvement - Prerefunded,
    G.O. Bond, 6.10%, 6/1/2015                             20,000    22,184 
</TABLE>


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



Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                      Principal     Value
                                                        Amount    (Note 2)
NEW YORK MUNICIPAL SECURITIES (continued)
<S>                                                   <C>         <C>
                                                      
Monroe County Public Improvement - Unrefunded
     Balance, G.O. Bond, 6.00%, 3/1/2002              $  405,000  $433,605 
Monroe County Public Improvement - Unrefunded
     Balance, G.O. Bond, 6.10%, 6/1/2015                 180,000   188,924 
Monroe County Public Improvement, G.O. Bond,
   4.90%, 6/1/2005                                       250,000   252,395 
Monroe County Water Authority, Revenue Bond,
     Series B, 5.25%, 8/1/2011                           500,000   492,970 
Monroe County Water Improvement, G.O. Bond,
   5.25%, 2/1/2017                                       320,000   310,330 
Nassau County, G.O. Bond, Series A, 4.00%,
   5/1/1999                                              100,000    99,819 
Nassau County, G.O. Bond, Series S, 5.00%,
   3/1/2005                                              300,000   305,415 
New Castle, G.O. Bond, 4.75%, 6/1/2010                   450,000   423,545 
New Rochelle City School District, G.O. Bond,
   Series A, 4.30%, 2/1/2003                             500,000   492,100 
New Rochelle, G.O. Bond, Series C, 6.20%,
   3/15/2007                                             175,000   192,698 
New York City Municipal Water Authority, Revenue
    Bond, Series B, 5.00%, 6/15/2003                     400,000   403,524 
New York City Municipal Water Authority, Revenue
     Bond, Series B, 5.375%, 6/15/2019                   250,000   238,555 
New York City Municipal Water, Finance Authority,
    Revenue Bond, Series B, 5.50%, 6/15/2019             200,000   195,954 
New York City, G.O. Bond, Series A, 8.75%,
   11/1/2016                                             250,000   264,260 
New York City, G.O. Bond, Series K, 5.50%,
   4/1/2007                                              500,000   513,760 
New York Government Assistance Corp., Revenue
     Bond, Series A, 5.90%, 4/1/2013                     500,000   517,525 
New York Government Assistance Corp., Revenue
     Bond, Series A, 6.00%, 4/1/2024                     250,000   255,345 
New York State Dorm Authority, Columbia University,
    Revenue Bond, 4.40%, 7/1/1997                        125,000   125,607 
</TABLE>


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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                         Principal     Value
                                                           Amount    (Note 2)
NEW YORK MUNICIPAL SECURITIES (continued)
<S>                                                      <C>         <C>
                                                        
New York State Environmental Facilities Corp.
    Pollution Control, Revenue Bond, Series A, 4.65%,
    6/15/2007                                            $  250,000  $241,948 
New York State Environmental Facilities Corp.
    Pollution Control, Revenue Bond, Series A,
    5.20%, 6/15/2015                                        250,000   242,437 
New York State Environmental Pollution Control,
    Revenue Bond, Pooled LN-B, 6.65%, 9/15/2013             500,000   547,750 
New York State Housing Finance Agency, State
    University Construction, Revenue Bond, Series A,
    8.00%, 5/1/2011                                         250,000   307,780 
New York State Medical Care Facility, Financial
     Agency, Revenue Bond, 7.75%, 2/15/2020                 380,000   424,870 
New York State Mortgage Agency, Homeowners
    Mortgage, Revenue Bond, Series 31A, 5.375%,
   10/1/2017                                                500,000   476,820 
New York State Power Authority, Revenue Bond,
    Series CC, 4.80%, 1/1/2005                              250,000   250,000 
New York State Power Authority, Revenue Bond,
    Series CC, 5.00%, 1/1/2014                              500,000   468,420 
New York State Power Authority, Revenue Bond,
     Series CC, 5.25%, 1/1/2018                             250,000   236,035 
New York State Thruway Authority, Highway &
    Bridge, Revenue Bond, Series B, 5.75%, 4/1/2006         100,000   106,482 
New York State Thruway Authority, Revenue Bond,
    Series A, 5.50%, 1/1/2023                             1,020,000   988,482 
New York State Thruway Authority, Revenue Bond,
     Series B, 4.90%, 1/1/2007                              450,000   445,028 
New York State Urban Development Correctional
    Capital Facilities, Revenue Bond, Series A, 5.25%,
    1/1/2014                                                500,000   490,635 
New York State Urban Development, Corp.
    Correctional Facility, Revenue Bond, Series G,
    7.00%, 1/1/2017                                          50,000    54,761 
New York State Urban Development, Revenue
    Bond, 5.375%, 7/1/2022                                  400,000   388,388 
</TABLE>


The accompanying notes are an integral part of the financial statements.
9
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                      Principal     Value
                                                        Amount    (Note 2)
NEW YORK MUNICIPAL SECURITIES (continued)
<S>                                                   <C>         <C>
                                                      
New York, G.O. Bond, 8.00%, 3/15/2016                 $  500,000  $561,820 
Niagara County, G.O. Bond, Series B, 5.20%,
    1/15/2011                                            400,000   395,596 
Niagara County, G.O. Bond, 5.90%, 7/15/2014              350,000   361,953 
North Hempstead, G.O. Bond, Series B, 5.90%,
    4/1/2004                                             300,000   323,214 
North Hempstead, G.O. Bond, Series C, 4.90%,
    8/1/2006                                             300,000   301,497 
North Syracuse Central School District, G.O. Bond,
    5.50%, 6/15/2011                                     295,000   299,555 
Onondaga County, G.O. Bond, 5.85%, 2/15/2002             300,000   318,285 
Penfield Central School District, G.O. Bond, 5.20%,
    6/15/2010                                            560,000   561,562 
Queensbury, G O. Bond, Series A, 5.50%, 4/15/2011        150,000   153,080 
Queensbury, G.O. Bond, Series A, 5.50%, 4/15/2012        350,000   355,600 
Rochester, G.O. Bond, Series A, 4.70%, 8/15/2006         250,000   247,055 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2020         250,000   234,823 
Rochester, G.O. Bond, Series A, 5.00%, 8/15/2022          95,000    88,879 
Rome, G.O. Bond, 5.20%, 12/1/2010                        390,000   387,617 
Sands Point, G.O. Bond, 6.70%, 11/15/2014                700,000   765,548 
Schenectady, G.O. Bond, 4.55%, 10/1/2002                 200,000   200,842 
South County Central School District Brookhaven,
   G.O. Bond, 5.50%, 9/15/2007                           380,000   394,877 
Steuben County Public Improvement, G.O. Bond,
    5.60%, 5/1/2006                                      500,000   521,035 
Suffolk County Water Authority, Revenue Bond,
    5.10%, 6/1/2009                                      250,000   249,830 
Suffolk County Water Authority, Revenue Bond,
    7.375%, 6/1/2012                                     500,000   539,010 
Suffolk County, G.O. Bond, Series G, 5.40%,
    4/1/2013                                             400,000   393,172 
Sullivan County Public Improvement, G.O. Bond,
    4.375%, 3/15/2001                                    300,000   298,332 
Sullivan County Public Improvement, G.O. Bond,
    5.125%, 3/15/2013                                    330,000   318,493 
Three Village Central School District, G.O. Bond,
    5.375%, 6/15/2007                                    230,000   238,087 
</TABLE>


The accompanying notes are an integral part of the financial statements.
10
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>



                                                    Principal      Value
                                                      Amount      (Note 2)
NEW YORK MUNICIPAL SECURITIES (continued)
<S>                                                 <C>         <C>
                                                   
Tioga County Public Improvement, G.O. Bond,
    5.25%, 3/15/2005                                $  250,000  $   257,073 
Tompkins County, G.O. Bond, Series B, 5.625%,
    9/15/2011                                          135,000      138,110 
Tompkins County, G.O. Bond, Series B, 5.625%,
    9/15/2013                                          300,000      304,821 
Tompkins County, G.O. Bond, Series B, 5.625%,
    9/15/2014                                          300,000      304,404 
Triborough Bridge & Tunnel Authority, Revenue
    Bond, Series A, 3.65%, 1/1/1998                    250,000      250,235 
Triborough Bridge & Tunnel Authority, Revenue
    Bond, Series A, 5.00%, 1/1/2012                    500,000      473,710 
Triborough Bridge & Tunnel Authority, Revenue
    Bond, Series A, 6.50%, 1/1/2004                    200,000      216,464 
Triborough Bridge & Tunnel Authority - General
    Purpose,  Revenue Bond, 5.00%, 1/1/2017            250,000      228,995 
Tri-Valley Central School District, G.O. Bond,
    5.60%, 6/15/2008                                   120,000      125,185 
Westchester County, G.O. Bond, Series A, 4.75%,
    12/15/2008                                         250,000      243,325 
Westchester County, G.O. Bond, Series A, 4.75%,
    12/15/2009                                         250,000      239,940 
Westchester County, G.O. Bond, Series B, 4.30%,
    12/15/2010                                         215,000      192,917 
Westchester County, G.O. Bond, Series B, 4.30%,
    12/15/2011                                         100,000       88,715 
White Plains, G.O. Bond, 4.50%, 9/1/2005               180,000      177,577 
White Plains, G.O. Bond, 4.50%, 9/1/2007               315,000      302,586 
William Floyd Union Free School District, G.O.
    Bond, 5.70%, 6/15/2008                             405,000      425,517 
Williamsville Central School District, G.O. Bond,
    5.375%, 5/1/2004                                   800,000      836,648 

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $35,270,025)                                 35,658,803 
</TABLE>



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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>






                                                                Value
                                                   Shares      (Note 2)

<S>                                               <C>        <C>
                                                 
SHORT-TERM INVESTMENTS - 3.1%
   Dreyfus Basic New York Tax Free Money Market
   Fund (Identified Cost $1,143,651)              1,143,651  $ 1,143,651 

TOTAL INVESTMENTS - 98.6%
   (Identified Cost $36,413,676)                              36,802,454 

OTHER ASSETS, LESS LIABILITIES - 1.4%                            522,424 

NET ASSETS - 100%                                            $37,324,878 
</TABLE>



Key -

G.O. Bond - General Obligation Bond
Rev. Bond - Revenue Bond

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                 <C>
                                                                                    
At December 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $36,413,676 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                 $ 659,953 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                  (271,175)

UNREALIZED APPRECIATION - NET                                                       $ 388,778 
</TABLE>



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

Statement of Assets and Liabilities
<TABLE>

<CAPTION>





DECEMBER 31, 1996
<S>                                                          <C>
                                                             
ASSETS:

Investments, at value (Identified Cost $36,413,676)(Note 2)  $36,802,454 
Interest receivable                                              491,234 
Receivable for fund shares sold                                   65,000 
Prepaid expense                                                    1,157 

TOTAL ASSETS                                                  37,359,845 

LIABILITIES:

Accrued management fees (Note 3)                                  15,627 
Accrued Directors' fees (Note 3)                                   1,661 
Transfer agent fees payable (Note 3)                                 750 
Audit fee payable                                                 13,666 
Custodian fees payable                                               251 
Other payables and accrued expenses                                3,012 

TOTAL LIABILITIES                                                 34,967 

NET ASSETS FOR  3,741,281 SHARES
   OUTSTANDING                                               $37,324,878 

NET ASSETS CONSIST OF:

Capital stock                                                $    37,413 
Additional paid-in-capital                                    36,859,354 
Undistributed net investment income                               59,777 
Accumulated net realized loss on investments                     (20,444)
Net unrealized appreciation on investments                       388,778 

TOTAL NET ASSETS                                             $37,324,878 

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($37,324,878 / 3,741,281 shares)                           $      9.98 
</TABLE>



The accompanying notes are an integral part of the financial statements.
13
<PAGE>

Statement of Operations
<TABLE>

<CAPTION>




FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                       <C>
                                                         
INVESTMENT INCOME:

Interest                                                  $1,612,600 

EXPENSES:

Management fees (Note 3)                                     160,913 
Directors' fees (Note 3)                                       6,750 
Transfer agent fees (Note 3)                                   7,724 
Audit fee                                                     12,640 
Custodian fee                                                  6,536 
Miscellaneous                                                    468 

Total Expenses                                               195,031 

NET INVESTMENT INCOME                                      1,417,569 


REALIZED AND UNREALIZED LOSS
ON INVESTMENTS:

Net realized loss on investments (identified cost basis)        (335)
Net change in unrealized appreciation on investments        (217,088)

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS                                           (217,423)

NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                                       $1,200,146 
</TABLE>



The accompanying notes are an integral part of the financial statements.
14
<PAGE>

Statement of Changes in Net Assets

<TABLE>

<CAPTION>



                                                          For the Year      For the Year
                                                         Ended 12/31/96    Ended 12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>
                                                        
OPERATIONS:

Net investment income                                   $     1,417,569   $     1,003,236 
Net realized loss on investments                                   (335)               (6)
Net change in unrealized appreciation (depreciation)
   on investments                                              (217,088)        2,511,379 
Net increase in net assets from operations                    1,200,146         3,514,609 

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                   (1,370,523)         (991,282)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase from capital share transactions (Note 5)         8,678,432         8,992,775 

Net increase in net assets                                    8,508,055        11,516,102 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $59,777 and $12,779, respectively)         $    37,324,878   $    28,816,823 
</TABLE>



The accompanying notes are an integral part of the financial statements.
15
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>



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

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

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

Income from investment operations:
   Net investment income                                             0.422             0.404             0.338 
   Net realized and unrealized gain (loss)
      on investments                                                (0.102)            1.086            (1.020)

Total from investment operations                                     0.320             1.490            (0.682)

Less distributions to shareholders:
   From net investment income                                       (0.410)           (0.400)           (0.338)

NET ASSET VALUE - END OF PERIOD                            $          9.98   $         10.07   $          8.98 

Total return: (1)                                                     3.32%            16.78%           (6.82)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                                          0.61%             0.65%         0.79% (2)
    Net investment income                                             4.41%             4.36%          3.82%(2)

Portfolio turnover                                                       6%                0%                6%

NET ASSETS - END OF PERIOD (000'S OMITTED)                 $        37,325   $        28,817   $        17,301 

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

</TABLE>


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

16
<PAGE>

Notes to Financial Statements


1.     ORGANIZATION

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

         Shares of the Fund are offered to investors, employees and clients of
  Manning  &  Napier  Advisors,  Inc. (the "Advisor") and its affiliates.  The
  total  authorized  capital  stock of the Corporation consists of one billion
  shares of common stock each having a par value of $0.01.  As of December 31,
  1996,  940  million shares have been designated in total among 19 series, of
  which  50 million have been designated as New York Tax Exempt Series Class P
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Municipal  securities will normally be valued on the basis of market
  valuations  provided  by  an independent pricing service (the Service).  The
  Service  utilizes  the  latest  price  quotations and a matrix system (which
  considers  such  factors  as  security prices of similar securities, yields,
  maturities,  and ratings).  The Service has been approved by the Funds Board
 of Directors.

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

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

     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.

17
<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.

At December 31, 1996, the Fund, for federal income tax purposes, had a capital
      loss  carryforward  of  $20,444.  Of  this amount, $2,550 will expire on
   December 31, 2002,  $17,559 will expire on December 31, 2003, and $355 will
   expire on December 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
 quarterly. Distributions are recorded on the ex-dividend date.  Distributions
  of  net realized gains are distributed annually.  An additional distribution
 may be necessary to avoid taxation of the Fund.

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

          The  Fund  hereby  designates  100% of its ordinary distributions as
 tax-exempt dividends for the year ended December 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 reported amounts of assets and liabilities and
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the revenues and expenses
  during  the  reporting  period.    Actual  results  could  differ from those
 estimates.

18
<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 $160,913 for the year ended
 December 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 0.85% of average daily net assets each year.

        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 $7,724 for the year ended December 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 $6,750 for the
 year ended December 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
  $11,045,005  and  $1,991,542,  respectively, for the year ended December 31,
 1996.

19
<PAGE>
NOTES TO FINANCIAL STATEMENTS

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of New York Tax Exempt Series were:
<TABLE>

<CAPTION>





              For the Year                   For the Year
             Ended 12/31/96                 Ended 12/31/95
                 Shares          Amount         Shares         Amount
<S>          <C>              <C>           <C>              <C>
           
Sold              1,002,977   $ 9,923,094          905,817   $8,705,001 
Reinvested          137,887     1,351,346           99,114      973,495 
Repurchased        (260,462)   (2,596,008)         (70,547)    (685,721)
Total               880,402   $ 8,678,432          934,384   $8,992,775 
</TABLE>



6.     FINANCIAL INSTRUMENTS

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

7.  CONCENTRATION OF CREDIT

The Fund primarily invests in debt obligations issued by the State of New York
    and its political subdivisions, agencies, and public authorities to obtain
        funds  for  various  public purposes.  The Fund is more susceptible to
      factors adversely affecting issues of New York municipal securities than
      is a municipal bond fund that is not concentrated in these issues to the
    same extent.
20
<PAGE>

Independent Auditors' Report

TO THE SHAREHOLDERS AND DIRECTORS OF
MANNING & NAPIER FUND, INC.- NEW YORK TAX EXEMPT SERIES:

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund,  Inc.-  New  York Tax Exempt Series, including the
  schedule  of portfolio investments, as of December 31, 1996, and the related
  statement of operations for the year then ended, the statement of changes in
  net  assets  for  each  of  the  two  years in the period then ended and the
  financial  highlights  for  each  of  the periods indicated in the financial
  highlights table herein. These financial statements and financial highlights
  are  the  responsibility  of  the Funds management. Our responsibility is to
  express  an  opinion  on these financial statements and financial highlights
 based on our audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
 position of the Manning & Napier Fund, Inc.- New York Tax Exempt Series as of
 December 31, 1996, the results of its operations for the year then ended, the
  changes in its net assets for each of the two years in the period then ended
  and  the  financial  highlights  for  each  of  the periods indicated in the
  financial  highlights  table  herein  in  conformity with generally accepted
 accounting principles.
     
     COOPERS & LYBRAND L.L.P.
     
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997
     
21

<PAGE>
<PAGE>

Manning $ Napier Fund, Inc.

Small Cap Series

Annual Report
December 31, 1996
<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

         The returns of the Small Cap Series in 1996 demonstrated how volatile
  this sector can be, but the Series ended a tough year with a solid return in
 the fourth quarter.  As we discussed in the Semi-Annual Report dated June 30,
  1996,  the  first half of the year was good both for small company stocks in
 general and for the Small Cap Series in particular.  The stock market decline
  in  early  July  hit  this  sector  and  the  Series  particularly hard, but
  performance  improved  significantly toward the end of the year.  We believe
  that  the  small  cap  sector  of  the  market  continues to offer excellent
  potential.    There  are  two main reasons for this belief: first, small cap
  stocks have provided higher returns than larger stocks historically; second,
  valuations of small cap stocks currently are low relative to those of larger
 stocks.

      In the 1995 Annual Report, we discussed our purchases of selected retail
 stocks late in the year.  Our analysis showed that this sector as a whole was
  undervalued,  and  this  presented  an  opportunity  to  purchase  selected
 securities in this sector at attractive prices.  After significant volatility
 early in the year, several of these holdings made strong contributions to the
 Series return late in the year.  We have begun to sell some of these holdings
  recently  as  they  have reached prices at which our analysis shows that the
  growth  we  expected  has been achieved.  At the end of the year, the retail
 sector accounted for 24% of the Series holdings.

          In the second half of 1996, several consumer software companies were
  added  to the Series portfolio, and this sector now represents approximately
  7%  of  the  portfolio.    This  sector  was  extremely strong in 1995, with
  valuations at extreme levels.  This led to a significant oversupply in 1996,
  driving  many  stocks  down significantly.  Indeed, several of the stocks we
  added  were down over 50% from their highs at the time of purchase.  We have
  invested  in  the  companies  which  we  believe  will  benefit  from  the
 consolidation we expect to see in this industry.

1

<PAGE>

Management Discussion and Analysis (continued)

     In addition to always searching for promising additions to the Series, we
 continually reevaluate the holdings in the portfolio to assess their fit with
  our investment strategies.  Stocks which no longer meet those strategies are
  sold.  Conversely, stocks which have underperformed will not be sold if they
  continue  to  meet  our  criteria.    One of the strengths of our investment
  strategy  is that it provides the patience which is often necessary to stick
  with good investments during temporary down periods.  This strategy has been
 quite successful for our investors over time.

     We wish you a healthy, happy, and prosperous 1997.

     Sincerely,

     Manning & Napier Advisors, Inc.

Portfolio Composition* - As of 12/31/96
*As a percent of net assets.

<graphic>
<pie chart>

Data for chart to follow:

Retail - 24.0%
Software - 12.4%
Miscellaneous** - 11.4%
Fabricated Metal Products - 8.7%
Primary Metal Industries - 6.9%
Printing & Publishing - 4.8%
Health Services - 4.5%
Restaurants - 4.2%
Glass Products - 3.3%
Cash, short-term investments, and liabilities less other assets - 19.8%

**Miscellaneous includes:
Computer Equipment
Electronics & Electrical Equipment
Food & Beverages
Holding Companies
Optical Supplies
Plastic Products
Surgical & Medical Instruments

2

<PAGE>


Performance Update as of December 31, 1996

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. Small Cap Series
<S>                                           <C>                 <C>            <C>
                                             
                                                                  Total Return
Through                                       Growth of $10,000                  Average
12/31/96                                      Investment          Cumulative     Annual

One Year                                      $           11,006         10.06%    10.06%
Inception 2                                   $           18,156         81.56%    13.60%
</TABLE>



<TABLE>

<CAPTION>





S&P 500 Total Return Index
<S>                         <C>                 <C>            <C>
                            
                                                Total Return
Through                     Growth of $10,000                  Average
12/31/96                    Investment          Cumulative     Annual

One Year                    $           12,290         22.90%    22.90%
Inception 2                 $           20,206        102.06%    16.24%
</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Small Cap
Series from its current activation (4/30/92)
to present (12/31/96) as compared to the
Standard & Poor's (S&P) 500 Total Return
Index. 1

<graphic>
<line chart>
Data for chart to follow:

<TABLE>

<CAPTION>




Date      Manning & Napier Small Cap Series  S&P 500 Total Return Index
<S>       <C>                                <C>
          
04/30/92                             10,000                      10,000
12/31/92                             11,610                      10,725
12/31/93                             13,317                      11,799
12/31/94                             14,383                      11,959
12/31/95                             16,497                      16,437
06/30/96                             18,248                      18,093
12/31/96                             18,156                      20,206
</TABLE>



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

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

3
<PAGE>

Investment Portfolio - December 31, 1996

<TABLE>

<CAPTION>





                                                           Value
                                               Shares    (Note 2)
<S>                                            <C>      <C>
                                              
COMMON STOCK - 80.2%

COMPUTER EQUIPMENT - 1.3%
   Varitronix International Ltd. (Note 7)      725,000  $1,312,294 

FABRICATED METAL PRODUCTS - 8.7%
   Keystone International, Inc.                214,100   4,308,762 
   Material Sciences Corp.*                    250,000   4,500,000 
                                                         8,808,762 

FOOD & BEVERAGES - 2.1%
   Canandaigua Wine Company, Inc. - Class A*    75,000   2,137,500 

GLASS PRODUCTS - 3.3%
   Libbey, Inc.                                120,000   3,345,000 

HEALTH SERVICES - 4.5%
   RehabCare Group, Inc.*                      195,000   3,924,375 
   U. S. Physical Therapy, Inc.*                65,000     633,750 
                                                         4,558,125 

HOLDING COMPANIES - 0.9%
   EK Chor China Motorcycle Co. Ltd. - ADR
      (Note 7)                                 129,500     955,063 

OPTICAL SUPPLIES - 2.1%
   Sola International, Inc.*                    55,000   2,090,000 

PLASTIC PRODUCTS - 0.9%
   Sun Coast Industries, Inc.*                 350,000     962,500 

PRIMARY METAL INDUSTRIES - 6.9%
   American Superconductor Corp.*              115,000   1,221,875 
   Gibraltar Steel Corp.*                      220,000   5,775,000 
                                                         6,996,875 

PRINTING & PUBLISHING - 4.8%
   Playboy Enterprises, Inc. - Class A*         93,000     941,625 
   Playboy Enterprises, Inc. - Class B*        107,000   1,043,250 
   Harte-Hanks Communications                   46,100   1,279,275 
   Houghton Mifflin Co.                         27,300   1,545,862 
                                                         4,810,012 
</TABLE>


The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




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

RESTAURANTS - 4.2%
   Mortons Restaurant Group, Inc.*           249,000  $ 4,201,875 

RETAIL - 24.0%
   RETAIL - HOME FURNISHING STORES - 5.7%
   Pier 1 Imports, Inc.                      324,500    5,719,312 

   RETAIL - NONDURABLE GOODS - 0.1%
   Mikasa, Inc.*                               5,000       51,250 

   RETAIL - SPECIALTY STORES - 8.8%
   Fabri-Centers of America - Class A*       414,400    6,682,200 
   Hancock Fabrics, Inc.                     213,500    2,215,063 
                                                        8,897,263 

   RETAIL - VARIETY STORES - 5.1%
   Family Dollar Stores, Inc.                250,000    5,093,750 

   RETAIL - WHOLESALE - 4.3%
    Coleman Company, Inc.*                   314,800    4,328,500 
                                                       24,090,075 

SOFTWARE - 12.4%
   Activision Inc.*                           74,000      952,750 
   Broderbund Software, Inc.*                 49,000    1,457,750 
   Electronic Arts, Inc.*                     79,000    2,365,062 
   Founder Hong Kong Ltd.* (Note 7)        2,700,000    1,038,522 
   Maxis, Inc.*                               67,700      829,325 
   Spectrum Holobyte, Inc.*                  196,000    1,470,000 
   Symantec Corp.*                           300,000    4,350,000 
                                                       12,463,409 

SURGICAL & MEDICAL INSTRUMENTS - 2.0%
   Allied Healthcare Products, Inc.          271,000    1,998,625 

TELECOMMUNICATION EQUIPMENT - 2.1%
   BroadBand Technologies, Inc.*             140,000    2,065,000 

TOTAL COMMON STOCK
  (Identified Cost $73,662,098)                        80,795,115 
</TABLE>


The accompanying notes are an integral part of the financial statements.
5
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




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

SHORT-TERM INVESTMENTS - 20.1%
   Federal Home Loan Mortgage Corporation,
   Discount Note, 1/8/1997                       $        1,100,000  $  1,098,881 
   Federal Home Loan Mortgage Corporation,
   Discount Note, 1/24/1997                               2,000,000     1,993,062 
   Federal National Mortgage Association,
   Discount Note, 1/17/1997                              15,000,000    14,964,267 
   Dreyfus U.S. Treasury Money Market Reserves            2,184,447     2,184,447 

TOTAL SHORT-TERM INVESTMENTS
 (Identified Cost $20,240,657)                                         20,240,657 

TOTAL INVESTMENTS - 100.3%
   (Identified Cost $93,902,755)                                      101,035,772 

LIABILITIES, LESS OTHER ASSETS - (0.3%)                                  (347,345)

NET ASSETS - 100%                                                    $100,688,427 
</TABLE>



* Non-income producing security
<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                 <C>
                                                                                    
At December 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $93,902,755 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                 $17,060,909 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                  (9,927,892)

UNREALIZED APPRECIATION - NET                                                       $ 7,133,017 

</TABLE>


The accompanying notes are an integral part of the financial statements.
6
<PAGE>
Statement of Assets and Liabilities
<TABLE>

<CAPTION>



DECEMBER 31, 1996
<S>                                                           <C>
                                                             
ASSETS:

Investments, at value (Identified Cost $93,902,755)(Note 2)   $101,035,772 
Foreign currency, at value (cost $63,604)                           63,623 
Cash                                                                43,277 
Dividends receivable                                                75,755 
Receivable for fund shares sold                                     36,360 
Prepaid expense                                                      5,753 

TOTAL ASSETS                                                   101,260,540 

LIABILITIES:

Accrued management fees (Note 3)                                    82,605 
Accrued Directors' fees (Note 3)                                     1,661 
Payable for fund shares redeemed                                   447,648 
Audit fee payable                                                   22,566 
Custodian fees payable                                               4,476 
Other payables and accrued expenses                                 13,157 

TOTAL LIABILITIES                                                  572,113 

NET ASSETS FOR 8,326,380 SHARES
   OUTSTANDING                                                $100,688,427 

NET ASSETS CONSIST OF:

Capital stock                                                 $     83,263 
Additional paid-in-capital                                      94,204,564 
Undistributed net investment income                                 82,416 
Accumulated distributions in excess of capital gains              (814,852)
Net unrealized appreciation on investments and other assets      7,133,036 

TOTAL NET ASSETS                                              $100,688,427 

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($100,688,427/8,326,380 shares)                            $      12.09 

</TABLE>


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

Statement of Operations
<TABLE>

<CAPTION>




FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                             <C>
                                                               
INVESTMENT INCOME:

Interest                                                        $   860,752
Dividends                                                           790,001

Total Investment Income                                           1,650,753


EXPENSES:

Management fees (Note 3)                                          1,204,107
Directors' fees (Note 3)                                              6,750
Custodian fee                                                        27,960
Audit fee                                                            22,566
Registration & filing fees                                           11,519
Miscellaneous                                                        23,956

Total Expenses                                                    1,296,858

NET INVESTMENT INCOME                                               353,895

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments and other assets (identified
   cost basis)                                                    5,120,431
Net change in unrealized appreciation on investments and
   other assets                                                   9,285,634

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                                14,406,065

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                              $14,759,960
</TABLE>



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

Statement of Changes in Net Assets
<TABLE>

<CAPTION>




                                                          For the Year      For the Year
                                                         Ended 12/31/96    Ended 12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>
                                                        
OPERATIONS:

Net investment income (loss)                            $       353,895   $       (40,525)
Net realized gain on investments                              5,120,431        31,290,477 
Net change in unrealized appreciation on investments          9,285,634        15,430,101 

Net increase in net assets from operations                   14,759,960        15,819,851 

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                     (271,530)               -- 
From net realized gain on investments                        (7,753,635)      (28,009,998)
In excess of realized gain on investments                      (814,852)               -- 

Total distributions to shareholders                          (8,840,017)      (28,009,998)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) from capital share
   transactions (Note 5)                                    (48,234,558)       49,670,946 

Net increase (decrease) in net assets                       (42,314,615)       37,480,799 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $82,416 and $0, respectively)              $   100,688,427   $   143,003,042 
</TABLE>


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

<CAPTION>






                                                For the Years Ended                                        For the Period
                                                                                                           4/30/92(1) to
                                                     12/31/96          12/31/95    12/31/94    12/31/93       12/31/92
Per share data (for a share outstanding
throughout each period ):*
<S>                                            <C>                    <C>         <C>         <C>         <C>
                                                       
NET ASSET VALUE - BEGINNING  OF PERIOD         $              11.95   $   12.92   $   12.52   $   11.24   $       10.00(3)

Income from investment operations:
   Net investment income (loss)                               0.045      (0.004)     (0.066)     (0.040)           (0.020)
   Net realized and unrealized gain (loss)
    on investments                                            1.112       1.934       1.051       1.700             1.630 

Total from investment operations                              1.157       1.930       0.985       1.660             1.610 

Less distributions to shareholders:
   From net investment income                                (0.035)          -           -           -                 - 
   From net realized gain on investments                     (0.889)     (2.900)     (0.585)     (0.380)           (0.290)
   In excess of net realized gains                           (0.093)          -           -           -         (0.080)(4)
   Redemption of initial capitalization*                          -           -           -           -                 - 

Total distributions to shareholders                          (1.017)     (2.900)     (0.585)     (0.380)           (0.370)

NET ASSET VALUE - END OF PERIOD                $              12.09   $   11.95   $   12.92   $   12.52   $         11.24 

Total Return: (5)                                             10.06%      14.70%       8.01%      14.64%            16.20%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses (7)                                               1.08%       1.07%       1.10%       1.13%          1.27%(8)
    Net investment income (loss)                               0.29%     (0.03)%     (0.58)%     (0.43)%        (0.26)%(8)

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

Average commission rate paid                   $             0.0291   $  0.0500           -           -                 - 

NET ASSETS - END OF PERIOD
   (000'S OMITTED)                             $            100,688   $ 143,003   $ 105,522   $  70,734   $        33,079 

Footnotes on next page.






                                                For the Period
                                                  1/1/89 to
                                                  7/24/89(2)
Per share data (for a share outstanding
throughout each period ):*
<S>                                            <C>
                                               
NET ASSET VALUE - BEGINNING  OF PERIOD         $          8.96 

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

Total from investment operations                        (0.390)

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

Total distributions to shareholders                     (8.570)

NET ASSET VALUE - END OF PERIOD                              - 

Total Return: (5)                                         - (6)

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

Portfolio turnover                                           0%

Average commission rate paid                                 - 

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

Footnotes on next page.

</TABLE>


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

Financial Highlights - Footnotes

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

        During periods when the only shareholders of the Fund were the Initial
  Shareholders, assets of the Fund were invested in U.S. Treasury Securities. 
  On  July  11  and  24, 1989 the shares held by the Initial Shareholders were
 redeemed in full and the Fund remained dormant until April 30, 1992.


     1Recommencement of operations.

     2Date of complete redemption.

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

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

     5Represents aggregate total return for the period indicated.

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

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

     8Annualized.

11
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION

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

       On April 30, 1992, the Fund resumed sales of shares to advisory clients
  and  employees  of  Manning  & Napier Advisors, Inc. (the "Advisor") and its
  affiliates.    On  July  8, 1993, the Fund began offering shares directly to
 investors.  Previously, the Fund was available from time to time to Manning &
 Napier employees and advisory clients of Manning & Napier Advisors, Inc.

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

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Portfolio securities, including domestic equities, foreign equities,
  options  and  corporate  bonds, listed on an exchange are valued at the last
 quoted sales price of the exchange on which the security is primarily traded.
    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, which approximates market value.

12
<PAGE>
NOTES TO FINANCIAL STATEMENTS

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

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

     FEDERAL INCOME TAXES

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

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

       The Fund hereby designates $1,553,659 as capital gain dividends for the
 year ended December 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) purchase and sales
  of  securities and income and expenses are converted into U.S. dollars based
  upon  the currency exchange rates prevailing on the respective dates of such
 transactions.

13
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FOREIGN CURRENCY TRANSLATION (continued)

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

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

     The Fund may purchase or sell forward foreign currency contracts in order
  to  hedge  a portfolio position or specific transaction.  Risks may arise if
 the counterparties to a contract are unable to meet the terms of the contract
 or if the value of the foreign currency moves unfavorably.

          At December 31, 1996, the Fund had no open foreign currency exchange
 contracts.

     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
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the 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% of the Fund's
  average daily net assets.  The fee amounted to $1,204,107 for the year ended
 December 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 agreed that, in any fiscal year, if the expenses of the
  Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
  commissions, and extraordinary expenses) exceed the limits set by applicable
  regulation  of state securities commissions, the Advisor will reduce its fee
 by the amount of such excess.

14
<PAGE>
Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing  agent for the Fund.  These services are provided at no additional
 cost to the Fund.

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

       The compensation of the non-affiliated Directors totaled $6,750 for the
 year ended December 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
  $32,399,687  and  $103,139,845 respectively, for the year ended December 31,
 1996.

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of  Small Cap Series were:
<TABLE>

<CAPTION>






             For the Year                  For the Year
                 Ended                         Ended
               12/31/96                      12/31/95
<S>          <C>            <C>            <C>            <C>
             
             Shares         Amount         Shares         Amount

Sold            1,521,782   $ 18,457,745      1,840,553   $26,713,110 
Reinvested        745,911      8,765,039      2,289,934    27,662,435 
Repurchased    (5,907,361)   (75,457,342)      (331,604)   (4,704,599)
Total          (3,639,668)  $(48,234,558)     3,798,883   $49,670,946 
</TABLE>



6.     FINANCIAL INSTRUMENTS

       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  forward  foreign currency exchange contracts, and futures
 contracts and may involve, to a varying degree, elements of risk in excess of
 the amounts recognized for financial statement purposes.  No such investments
 were held by the Fund on December 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. 
  There  risks  include revaluation of currencies and future adverse political
  and  economic  developments.  Moreover, securities of many foreign companies
 and foreign governments and their markets may be less liquid and their prices
  more  volatile than those of securities of comparable U.S. companies and the
 United States government.

15
<PAGE>

Independent Auditors' Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund,  Inc.- Small Cap Series, including the schedule of
  portfolio investments, as of December 31, 1996, and the related statement of
  operations  for  the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the periods indicated in the financial highlights
  table  herein.  These  financial statements and financial highlights are the
  responsibility  of the Funds management. Our responsibility is to express an
  opinion  on these financial statements and financial highlights based on our
 audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position of the Manning & Napier Fund, Inc.- Small Cap Series as of December
  31, 1996, the results of its operations for the year then ended, the changes
  in its net assets for each of the two years in the period then ended and the
  financial  highlights  for  each  of  the periods indicated in the financial
  highlights  table  herein  in  conformity with generally accepted accounting
 principles.
 
     COOPERS & LYBRAND L.L.P.
     
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997

16
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Technology Series

Annual Report

December 31, 1996

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

          After  posting extraordinary returns in 1995, we wrote in the Annual
 Report that shareholders should expect performance to return to a more normal
  level  in  1996.    While 1996's returns were indeed lower than 1995's, 1996
  proved to be another exceptional year both for the market as a whole and for
 the Technology Series.

          At the end of 1995, we wrote that we were negative on the short_term
  outlook for the semiconductor industry, and that we had moved away from this
 sector within the portfolio.  In the first half of 1996, semiconductor stocks
 declined to a point which provided the opportunity to add some of the leaders
  in  this  industry  to  the portfolio at attractive valuations.  As the year
  progressed,  this  industry  began  to  see increased bookings and its stock
  performance  improved  substantially.    Semiconductor  stocks were the best
  performing  in  the  technology  sector in 1996, and they made a significant
  contribution  to the Series' return for the year.  Near the end of the year,
  we  sold  some  semiconductor  holdings  to  realize  the gains; this sector
 represented approximately 28% of the Series' holdings at the end of the year.

          Late  in  the  year,  we  purchased  three  stocks  in  the wireless
  communications  field,  and  this  group  made  up  approximately 14% of the
  portfolio at year end.  Prior to our purchase of these stocks, the group had
  been  depressed  due  to a slowdown in the U.S. market in 1995. Our analysis
  showed  that  international markets have picked up to a point that overrides
  the  U.S.  slowdown.    In  addition,  we expect to see a re_acceleration in
 wireless stocks in 1997 as new digital wireless phone service comes on line. 
  This will require the building of networks, which will benefit the companies
  whose  stock  we  hold,  and  we  also  expect it to stimulate demand in the
 wireless area.

          A third important component of the Technology Series is the consumer
  software area, representing approximately 12% of the portfolio at the end of
  the  year.   Due to a large oversupply, this sector has been going through a
  shake_out.    This  caused  prices  of  many  of the stocks to be depressed,
  providing  the opportunity to purchase the stock of several strong companies
 at bargain levels.  We believe these companies will benefit from the industry
 consolidation we expect to take place.

          Looking  ahead to 1997 and beyond, we believe we have structured the
  Technology  Series  to  benefit  from  the  trends  we  expect to see in the
  technology  sector  of the market.  As we've discussed previously, our three
  major themes are: increased consumer acceptance of technology, increased use
  of  technology  in  the  business  world,  and  expanded  use  of technology
  internationally.    This  overview  remains  intact, and we continue to find
 exciting opportunities in this sector of the market.

     We wish you a healthy, happy, and prosperous 1997.

     Sincerely,

     Manning & Napier Advisors
1
<PAGE>


Performance Update as of December 31, 1996

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Technology Series
<S>                                              <C>                 <C>            <C>
                                                 
                                                                     Total Return
Through                                          Growth of $10,000                  Average
12/31/96                                         Investment          Cumulative     Annual

One Year                                         $           12,090         20.90%    20.90%
Inception 2                                      $           19,244         92.44%    32.20%

</TABLE>




<TABLE>

<CAPTION>




S&P 500 Total Return Index
<S>                         <C>                 <C>            <C>
                            
                                                Total Return
Through                     Growth of $10,000                  Average
12/31/96                    Investment          Cumulative     Annual

One Year                    $           12,290         22.90%    22.90%
Inception 2                 $           16,514         65.14%    23.85%

</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. _Small Cap
Series from its current activation (4/30/92)
to present (12/31/96) as compared to the
Standard & Poor's (S&P) 500 Total Return
Index. 1


<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>




Date      Manning & Napier Technology Series  S&P 500 Total Return Index
<S>       <C>                                 <C>
          
08/29/94                              10,000                      10,000
12/31/94                              11,350                       9,773
06/30/95                              14,736                      11,742
12/31/95                              15,918                      13,433
06/30/96                              16,674                      14,787
12/31/96                              19,244                      16,514
</TABLE>



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

2  The Fund and Index performance numbers are calculated from August 29,
1994,  the  Fund's  current  activation  date.    The  Fund's  performance  is
historical and may not be indicative of future results.

2
<PAGE>


Investment Portfolio - December 31, 1996

<TABLE>

<CAPTION>






                                                         Value
                                            Shares      (Note 2)
<S>                                        <C>        <C>
                                           
COMMON STOCK - 87.8%
COMPUTER EQUIPMENT - 5.4%
   Digital Equipment Corp.*                  117,000  $ 4,255,875 
   Varitronix International Ltd. (Note 6)  1,000,000    1,810,060 
                                                        6,065,935 

INFORMATION RETRIEVAL SERVICES - 2.9%
    America Online, Inc.*                     98,800    3,285,100 

PRIMARY METAL INDUSTRIES - 1.6%
     American Superconductor Corp.*          173,000    1,838,125 

RETAIL - SPECIALTY STORES - 4.2%
   Tandy Corp.                               107,000    4,708,000 

SEMICONDUCTORS - 17.7%
    Altera Corp.*                             69,000    5,015,438 
    Intel Corp.                               63,000    8,249,062 
    Texas Instruments, Inc.                  104,000    6,630,000 
                                                       19,894,500 
SOFTWARE - 22.1%
   Activision Inc.*                           82,000    1,055,750 
   Broderbund Software, Inc.*                102,000    3,034,500 
   Electronic Arts, Inc.*                    170,000    5,089,375 
   Founder Hong Kong Ltd.* (Note 6)        2,200,000      846,203 
   Maxis, Inc.*                               77,300      946,925 
   Microsoft Corp.*                           66,000    5,453,250 
   Oracle Corp.*                             107,625    4,493,344 
   Parametric Technology Co.*                 43,000    2,209,125 
   Spectrum Holobyte, Inc.*                  231,000    1,732,500 
                                                       24,860,972 

TELECOMMUNICATION EQUIPMENT - 33.9%
   ADC Telecommunications, Inc.*             110,000    3,423,750 
   BroadBand Technologies, Inc.*             250,300    3,691,925 
   Cisco Systems, Inc.*                       33,000    2,099,625 
   DSC Communications Corp.*                 225,000    4,021,875 
   ECI Telecommunications Ltd.               210,200    4,466,750 
   Glenayre Technologies, Inc.*              245,000    5,282,812 
   Motorola, Inc.                             80,000    4,910,000 
</TABLE>


The accompanying notes are an integral part of the financial statements.
3
<PAGE>

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>






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

   Northern Telecom Ltd.                                     76,800  $  4,752,000 
   Nokia Corp., Ab-ADR (Note 6)                              94,000     5,416,750 
                                                                       38,065,487 

TOTAL COMMON STOCK
   (Identified Cost $81,017,403)                                       98,718,119 

SHORT-TERM INVESTMENTS - 12.5%
   Federal Farm Credit Discount Note, 1/08/1997   $       7,000,000     6,992,846 
   Farm Credit Discount Note, 1/24/1997                   6,000,000     5,979,186 
   Galaxy Government Fund                                 1,069,222     1,069,222 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $14,041,254)                                       14,041,254 

TOTAL INVESTMENTS - 100.3%
   (Identified Cost $95,058,657)                                      112,759,373 

LIABILITIES, LESS OTHER ASSETS - (0.3%)                                  (327,316)

NET ASSETS - 100%                                                    $112,432,057 

</TABLE>



*Non-income producing security.
<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                         <C>
                                                                                            
At December 31, 1996, the net unrealized appreciation based on identified cost for federal
income tax purposes of $95,058,657 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                         $20,978,428 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                          (3,277,712)

UNREALIZED APPRECIATION - NET                                                               $17,700,716 
</TABLE>



The accompanying notes are an integral part of the financial statements.
4
<PAGE>
Statement of Assets and Liabilities
<TABLE>

<CAPTION>




DECEMBER 31, 1996
<S>                                                             <C>
                                                                
ASSETS:

Investments, at value (Identified Cost $95,058,657)(Note 2)     $112,759,373
Foreign currency, at value (cost $78,086)                             78,116
Cash                                                                   8,486
Dividends receivable                                                  48,680
Receivable for fund shares sold                                       45,410
Prepaid expense                                                        3,029

TOTAL ASSETS                                                     112,943,094

LIABILITIES:

Accrued management fees (Note 3)                                      96,073
Accrued Directors' fees (Note 3)                                       1,661
Payable for fund shares redeemed                                     392,184
Audit fee payable                                                     16,666
Other payables and accrued expenses                                    4,453

TOTAL LIABILITIES                                                    511,037

NET ASSETS FOR 8,939,764 SHARES
   OUTSTANDING                                                  $112,432,057

NET ASSETS CONSIST OF:

Capital stock                                                   $     89,397
Additional paid-in-capital                                        87,293,192
Accumulated net realized gain on investments and other assets      7,348,722
Net unrealized appreciation on investments and other assets       17,700,746

TOTAL NET ASSETS                                                $112,432,057

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($112,432,057/8,939,764 shares)                              $      12.58
</TABLE>


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

Statement of Operations
<TABLE>

<CAPTION>




FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                             <C>
                                                                
INVESTMENT INCOME:

Interest                                                        $   497,327 
Dividends                                                           320,980 

Total Investment Income                                             818,307 

EXPENSES:

Management fees (Note 3)                                            938,964 
Directors' fees (Note 3)                                              6,750 
Custodian fee                                                        13,555 
Audit fee                                                            13,042 
Miscellaneous                                                         3,764 

Total Expenses                                                      976,075 

NET INVESTMENT LOSS                                                (157,768)

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments and other assets (identified
    cost basis)                                                   7,770,819 
Net change in unrealized appreciation on investments and
    other assets                                                 12,349,434 

NET REALIZED AND UNREALIZED GAIN  (LOSS)
   ON INVESTMENTS                                                20,120,253 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                              $19,962,485 
</TABLE>


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

Statement of Changes in Net Assets

<TABLE>

<CAPTION>




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

Net investment income (loss)                            $      (157,768)  $        71,018 
Net realized gain on investments                              7,770,819        19,400,886 
Net change in unrealized appreciation (depreciation)
   on investments                                            12,349,434          (268,944)

Net increase in net assets from operations                   19,962,485        19,202,960 


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                      (37,295)          (33,723)
From net realized gain on investment                         (2,466,358)      (17,390,172)

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

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease)  from capital share
   transactions (Note 5)                                     41,826,182          (561,295)

Net increase in net assets                                   59,285,014         1,217,770 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $0 and $37,295, respectively)              $   112,432,057   $    53,147,043 
</TABLE>



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

Financial Highlights
<TABLE>

<CAPTION>




                                                For the     For the       For the       For the
                                                  Year        Year        Period         Period       For the       For the
                                                 Ended       Ended      8/29/94(1)     1/1/92 to     Year Ended    Year Ended
                                                12/31/96    12/31/95    to 12/31/94    5/11/92(2)     12/31/91      12/31/90
<S>                                            <C>         <C>         <C>            <C>           <C>           <C>
                                               

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

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

Income from investment operations:
   Net investment income (loss)                   (0.021)      0.018         (0.013)        0.010        (0.040)        0.020 
   Net realized and unrealized gain (loss)
      on investments                               2.191       4.515          1.363         1.530         2.930        (0.830)

Total from investment operations                   2.170       4.533          1.350         1.540         2.890        (0.810)

Less distributions to shareholders:
   From net investment income                         --      (0.010)            --            --            --        (0.030)
   From net realized gain on investments          (0.300)     (5.163)            --        (1.940)       (0.640)       (0.570)
   Redemption of capital                              --          --             --        (9.850)           --            -- 

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

NET ASSET VALUE - END OF PERIOD                $   12.58   $   10.71   $      11.35   $      0.00   $     10.25   $      8.00 

Total return (4):                                  20.90%      40.25%          13.5%          -(5)         36.1%        (8.9)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                        1.04%       1.12%       1.32%(6)   1.35%(6)(5)         1.13%         1.14%
    Net investment income                         (0.17%)       0.13%     (0.40)%(6)   0.20%(6)(5)       (0.33)%      0.20%(7)

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

Average commission rate paid                   $  0.0163   $  0.0156             --            --            --            -- 

NET ASSETS - END OF PERIOD (000'S OMITTED)     $ 112,432   $  53,147   $     51,929             -   $     5,594   $     5,835 

</TABLE>





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

1  Recommencement of operations.

2 Date of complete redemption.
3 Initial offering price upon recommencement of operations on August 29, 1994.

4 Represents aggregate total return for the period indicated.

5 The Fund ceased investment operations on May 11, 1992; therefore, ratios and
  total return would not be representative of an actively operating fund.
6 Annualized.
7 Investment income per share is comprised of recurring dividends and interest
    income  which  amounted to $0.07 per share and special dividends from Bell
  Industries and Tempest Technologies, Inc.

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

Notes to Financial statements


1.     ORGANIZATION

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

          Shares of the Fund are offered to clients and employees of Manning &
  Napier  Advisors,  Inc.  (the  Advisor)  and its affiliates.  The investment
  practice  of  the  Fund  results  in  the active operation of the investment
  portfolio  for discrete periods.  As of December 31, 1996, the Fund has been
 in active operation from November 4, 1988 to May 11, 1992 and from August 29,
 1994 to December 31, 1996.

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

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Portfolio securities, including domestic equities, foreign equities,
  options  and  corporate  bonds, listed on an exchange are valued at the last
 quoted sales price of the exchange on which the security is primarily traded.
    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 of the Fund's Board of Directors.

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

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

9
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES

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

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

         The Fund hereby designates $197,895 as capital gain dividends for the
 year ended December 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) purchase and sales
  of  securities and income and expenses are converted into U.S. dollars based
  upon  the currency exchange rates prevailing on the respective dates of such
 transactions.

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

10
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

     The Fund may purchase or sell forward foreign currency contracts in order
  to  hedge  a portfolio position or specific transaction.  Risks may arise if
 the counterparties to a contract are unable to meet the terms of the contract
 or if the value of the foreign currency moves unfavorably.

          At December 31, 1996, the Fund had no open foreign currency exchange
 contracts.

     OPTION CONTRACTS

The  Fund  may write (sell) or buy call or put options on securities and other
       financial instruments.  When the Fund writes a call, the Fund gives the
       purchaser the right to buy the underlying security from the Fund at the
       price specified in the option contract (the exercise price) at any time
        during the option period.  When the Fund writes a put option, the Fund
     gives the purchaser the right to sell to the Fund the underlying security
    at the exercise price at any time during the option period.  The Fund will
     only write options on a covered basis.  This means that the Fund will own
     the underlying security  when the Fund writes a call or the Fund will put
        aside  cash, U.S. Government securities, or other liquid assets in the
        amount not less than the exercise price at all times the put option is
    outstanding.

When  the  Fund  writes  a  call or put option, an amount equal to the premium
      received is included in the Funds Statement of Assets and Liabilities as
         an asset and an equivalent liability.  The amount of the liability is
      subsequently marked-to-market to reflect the current market value of the
      option.  The current market value of the option is the closing price or,
     in the absence of a closing price, the bid price.

If  a  written option expires on its stipulated expiration date or if the Fund
      enters  into  a  closing  transaction, a gain or loss is realized on the
     contract.  When a gain or loss is realized, the liability related to such
    option contract is extinguished.  If a written call option is exercised, a
     gain or loss is realized from the sale of the underlying security and the
    premium received from the option is added to proceeds from the sale of the
   underlying security thereby increasing the gain or decreasing the loss from
   the sale of the underlying security.  If a written put option is exercised,
   the cost of the underlying security purchased by the Fund will be decreased
   by the premium originally received.

The Fund may also purchase options in an attempt to hedge against fluctuations
    in the value of its portfolio and to protect against declines in the value
        of the securities.  The premium paid by the Fund for the purchase of a
        call  or  put  option is included in the Funds Statement of Assets and
     Liabilities as an investment and subsequently marked-to-market to reflect
      the current market value of the option.  The current market value of the
    option is the closing price or, in the absence of a closing price, the bid
    price.

11
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     OPTION CONTRACTS (continued)

If an option the Fund has purchased expires on the stipulated expiration date,
     the Fund realizes a loss in the amount of the cost of the option.  If the
      Fund  exercised  a  call  option, the cost of the securities acquired by
     exercising the call is increased by the premium paid to buy the call.  If
     the Fund exercises a put option, it realizes a gain or loss from the sale
    of the underlying security and the proceeds from such a sale are decreased
   by the premium originally paid.

The  measurement  of  the risks associated with option contracts is meaningful
        only  when  all related and offsetting transactions are considered.  A
       summary of obligations for option contracts for the year ended December
    31, 1996 are as follows:

WRITTEN CALL OPTIONS

               Shares     Amount

     Balance at December 31, 1995           0          $0
     Options entered into during 1996    (330)        (50,571)
     Options expired during 1996          330          50,571
     Options exercised during 1996          0           0
     Balances at December 31, 1996          0          $0

     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
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the 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% of the Fund's
  average  daily  net assets.  The fee amounted to $938,964 for the year ended
 December 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.
 
12

<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (continued)

       And of all Directors who are "affiliated persons" of the Fund or of the
  Advisor, and all personnel of the Fund or of the Advisor performing services
  relating  to research, statistical and investment activities are paid by the
 Advisor.

       The Advisor has agreed that, in any fiscal year, if the expenses of the
  Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
  commissions, and extraordinary expenses) exceed the limits set by applicable
  regulation  of state securities commissions, the Advisor will reduce its fee
 by the amount of such excess.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing  agent for the Fund.  These services are provided at no additional
 cost to the Fund.

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

       The compensation of the non-affiliated Directors totaled $6,750 for the
 year ended December 31, 1996
 .
4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
  $124,914,905  and $88,429,657, respectively, for the year ended December 31,
 1996.

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of Technology Series were:
<TABLE>

<CAPTION>




              For the Year                   For the Year
             Ended 12/31/96                 Ended 12/31/95

                 Shares          Amount         Shares          Amount
<S>          <C>              <C>           <C>              <C>
             
Sold              4,212,766   $44,608,367        1,415,392   $ 17,145,335 
Reinvested          243,127     2,487,188        1,612,684     17,272,178 
Repurchased        (479,442)   (5,269,373)      (2,641,988)   (34,978,808)
Total             3,976,451   $41,826,182          386,088   $   (561,295)
</TABLE>


13
<PAGE>
Notes to Financial Statements


6.     FOREIGN SECURITIES

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

7.     TECHNOLOGY SECURITIES

          The  Fund  may  focus  its investments in certain related technology
  industries;  hence,  the Fund may subject itself to a greater degree of risk
 than a fund that is more diversified.
14
<PAGE>

Independent Auditors' Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund, Inc.- Technology Series, including the schedule of
  portfolio investments, as of December 31, 1996, and the related statement of
  operations  for  the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the periods indicated in the financial highlights
  table  herein.  These  financial statements and financial highlights are the
  responsibility  of the Funds management. Our responsibility is to express an
  opinion  on these financial statements and financial highlights based on our
 audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
 position of the Manning & Napier Fund, Inc.- Technology Series as of December
  31, 1996, the results of its operations for the year then ended, the changes
  in its net assets for each of the two years in the period then ended and the
  financial  highlights  for  each  of  the periods indicated in the financial
  highlights  table  herein  in  conformity with generally accepted accounting
 principles.
 
     COOPERS & LYBRAND L.L.P.
 
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997
15
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.


International Series

Annual Report
December 31, 1996
<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

          The  International Series finished the year well ahead of the Morgan
Stanley  Capital  International  World  Index.    As of December 31, 1996, the
Series  held investments in Germany (at 28%), France (28%), Italy (11%), Spain
(10%), Hong Kong (5%), Mexico (2%), and the United Kingdom (2%).

       Our overview for these holdings remains firmly on track.  In Europe, we
continue  to  see  a  commitment  by  the  governments  to strengthening their
economies.   This has been evidenced by several actions, including a series of
discount  rate  cuts  across continental Europe.  In the United Kingdom, where
growth  is stronger and inflationary risks are higher, the central bank raised
the  discount  rate as a preemptory move against inflation.  We have also seen
many  privatizations of state-run businesses in Europe, further evidence of an
increased commitment to free enterprise.

          As  the Europeans prepare for European Monetary Union (EMU), all the
countries  have  been avidly pursuing fiscal discipline.  While this has had a
negative  near-term  effect  on  growth,  it has allowed for sharply declining
interest  rates;  lower  interest  rates  support  the  equity markets as they
ultimately help provide improved corporate earnings and make equities the more
attractive  investment  alternative.    European  countries  have  also  been
implementing monetary policies which have led to lower inflation and therefore
lower  bond  yields. This is the case even in countries, like Italy and Spain,
which  traditionally  have  high inflation. The combination of monetary easing
and  fiscal  tightening  is  a classic signal for a weakening currency, and we
have therefore hedged the currencies of some countries where appropriate.

      As we have discussed in previous shareholder reports, our investments in
Hong  Kong  are  in  H-Shares, which are shares of Chinese companies traded in
Hong  Kong.   This market performed very well in 1996, and we expect continued
strong growth as China has been implementing easier monetary policies with the
goal of spurring growth.

        We are also pleased with the growing strength of the Mexican economy. 
Confidence  has  been  returning  to  the  Mexican  market  as is evidenced by
increased  foreign  investment.  In addition, inflation, while still high, has
been  significantly reduced, and this should allow interest rates to decline. 
As  we  expected,  the  companies  in  which  we  have invested have benefited
substantially from the improved situation in Mexico.

1
<PAGE>

Management Discussion and Analysis

      The countries represented in the Series portfolio have been the same for
approximately  a  year;  however,  our  team  of  international  analysts also
considers  other  countries  for the Series.  Countries for which our overview
and  stock  valuations  converge  in  a  compelling story will be added to the
portfolio.    For  example, we have been watching Japan, where strong monetary
easing  is  in  place  and  the  weakening of the yen is driving international
competitiveness higher.  Should valuations there become more attractive, Japan
could  be  a  near-term  addition  to the portfolio, though again, hedging the
currency would be a major issue.

     We wish you a healthy, happy, and prosperous 1997.

     Sincerely,

     Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Data for chart to follow:

Portfolio Allocation by Country*

France 32%
Germany 32%
Hong Kong 6%
Italy 13%
Mexico 3%
Spain 2%
United Kingdom 2%

*As a percentage of common stocks.



2
<PAGE>


Performance Update as of December 31, 1996

<TABLE>

<CAPTION>



Manning & Napier Fund, Inc.
International Series
<S>                          <C>                 <C>            <C>
                             
                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/96                     Investment          Cumulative     Annual

One Year                     $           12,235         22.35%    22.35%
Inception 2                  $           14,557         45.57%     9.01%
</TABLE>




<TABLE>

<CAPTION>



S&P 500 Total Return Index
<S>                         <C>                 <C>            <C>
                            
                                                Total Return
Through                     Growth of $10,000                  Average
12/31/96                    Investment          Cumulative     Annual

One Year                    $           12,290         22.90%    22.90%
Inception 2                 $           20,052        100.52%    17.34%
</TABLE>



<TABLE>

<CAPTION>



Morgan Stanley
Capital International World Index
<S>                                <C>                 <C>            <C>
                                   
                                                       Total Return
Through                            Growth of $10,000                  Average
12/31/96                           Investment          Cumulative     Annual

One Year                           $           11,348         13.48%    13.48%
Inception 2                        $           17,421         74.21%    13.61%

</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - International
Series from its inception (8/27/92) to
present (12/31/96) as compared to the
Standard & Poor's (S&P) 500 Total Return
Index and the Morgan Stanley Capital
International World Index. 1

<graphic>
<line chart>
Data for chart to follow:

<TABLE>

<CAPTION>





Date        Manning & Napier    S&P 500 Total   Morgan Stanley Capital
          International Series  Return Index   International World Index
<S>       <C>                   <C>            <C>
          
08/27/92                10,000         10,000                     10,000
12/31/92                10,598         10,643                      9,880
12/31/93                13,359         11,709                     12,103
12/31/94                11,425         11,868                     12,717
12/31/95                11,898         16,312                     15,351
06/30/96                13,229         17,955                     16,439
12/31/96                14,557         20,052                     17,421

</TABLE>




1 The Standard & Poor (S&P) 500 Total Return Index is an 
unmanaged capitalization-weighted measure of 500 widely held
common stocks listed on the New York Stock Exchange, American
Stock Exchange, and Over-the-Counter market.  The Morgan 
Stanley Capital International World Index is a market 
capitalization-weighted  measure of the total return of 1,570 
companies listed on the stock exchanges of the United States,
Europe, Canada, Australia, New Zealand and the Far East.  
The Morgan Stanley Capital International Index is denominated 
in U.S. Dollars.  The Indices' returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees 
or expenses.

2 Performance numbers for the Fund and Indices are calculated 
from August 27, 1992, the Fund's inception date.  The Fund's 
performance is historical and may not be indicative of future 
results.


3
<PAGE>


Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





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

COMMON STOCK - 85.56%

FRANCE - 27.73%
AEROSPACE & MILITARY TECHNOLOGY - 0.31%
   Thomson CSF                           14,389  $  466,607 

AUTOMOBILES - 0.57%
   PSA Peugeot Citroen                    7,545     849,002 

BANKING - 2.11%
   Cie Financiere De Paribas             13,919     941,083 
   Compagnie de Suez SA                  19,575     832,039 
   Societe Generale                      12,813   1,385,002 
                                                  3,158,124 

BEVERAGE & TOBACCO - 2.20%
   LVMH (Louis Vuitton Moet-Hennessy)    11,764   3,284,430 

BUILDING MATERIALS & COMPONENTS - 0.54%
   Lafarge, SA                           13,327     799,371 

BUSINESS & PUBLIC SERVICES - 1.41%
   Compagnie Generale des Eaux           16,992   2,105,194 

CHEMICALS - 1.50%
   L'Air Liquide                         14,380   2,244,298 

CONSTRUCTION & HOUSING - 0.25%
   Bouygues                               3,604     373,597 

ELECTRICAL & ELECTRONICS - 1.15%
   Alcatel Alsthom                       21,353   1,714,839 

ENERGY SOURCES - 3.65%
   Elf Acquitaine, SA                    37,335   3,397,588 
   Total SA - B                          25,288   2,056,191 
                                                  5,453,779 

FINANCIAL SERVICES - 0.52%
   Compagnie Bancaire SA                  3,827     452,755 
   Societe Eurafrance SA                    743     320,968 
                                                    773,723 

FOOD & HOUSEHOLD PRODUCTS - 0.98%
   Groupe Danone                         10,381   1,446,153 
</TABLE>


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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




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

HEALTH & PERSONAL CARE - 3.30%
   Sanofi SA                      11,667  $ 1,159,967 
   L'Oreal                        10,013    3,769,862 
                                            4,929,829 

INDUSTRIAL COMPONENTS - 0.54%
   Michelin-B                     15,025      810,894 

LEISURE & TOURISM - 0.41%
   Accor SA                        4,809      608,775 

MACHINERY & ENGINEERING - 1.95%
   Schneider SA                   13,595      628,414 
   Sidel SA                       33,200    2,283,720 
                                            2,912,134 

MATERIALS & COMMODITIES - 1.48%
   Compagnie de Saint-Gobain      15,599    2,206,122 

MERCHANDISING - 2.96%
   Carrefour Supermarche           6,048    3,934,149 
   Casino Guichard-Perrachon      10,600      493,446 
                                            4,427,595 

MULTI-INDUSTRY - 1.90%
   AXA SA                         27,573    1,753,213 
   Chargeurs International SA*     1,235       61,156 
   Lyonnaise des Eaux-Dumez        7,820      727,613 
   Pathe SA*                       1,235      297,450 
                                            2,839,432 

TOTAL FRENCH SECURITIES
   (Identified Cost $30,262,717)           41,403,898 

GERMANY - 27.68%

AIRLINES - 0.21%
   Deutsche Lufthansa AG          23,700      319,993 

AUTOMOBILES - 5.36%
   Daimler-Benz AG*               59,540    4,081,385 
   Volkswagen AG                   9,484    3,928,421 
                                            8,009,806 
</TABLE>


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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





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

BANKING - 3.33%
   Bayerische Vereinsbank AG                49,730  $ 2,016,273 
   Dresdner Bank AG                         99,090    2,961,651 
                                                      4,977,924 

CHEMICALS - 2.28%
   Bayer AG                                 83,750    3,398,314 

CONSTRUCTION & HOUSING  - 0.60%
   Hochtief AG                              22,770      895,086 

ELECTRICAL & ELECTRONICS - 3.73%
   Siemens AG                              120,000    5,568,617 

INSURANCE - 2.78%
   Allianz AG Holding                        2,307    4,152,156 

MACHINERY & ENGINEERING - 2.12%
   Mannesmann AG                             5,725    2,463,264 
   M.A.N. AG                                 2,902      700,491 
                                                      3,163,755 

MATERIALS & COMMODITIES - 0.55%
   Degussa AG                                1,790      814,137 

MULTI-INDUSTRY - 1.74%
   Viag AG                                   6,656    2,605,653 

UTILITIES - GAS & ELECTRIC - 4.98%
   RWE AG                                   75,810    3,172,186 
   VEBA AG                                  74,150    4,263,838 
                                                      7,436,024 

TOTAL GERMAN SECURITIES
   (Identified Cost $29,140,238)                     41,341,465 

HONG KONG - 4.83%
ENERGY SOURCES - OIL/GAS - 0.84%
   Zhenhai Refining & Chemical Co Ltd.   3,402,000    1,253,557 

RETAIL - APPAREL -0.94%
   Giordano International Ltd.           1,650,000    1,407,968 

SOFTWARE - 1.37%
   Founder Hong Kong Ltd.*               5,300,000    2,038,580 
</TABLE>


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

Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




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

TELECOMMUNICATIONS -0.56%
   Champion Technology Holdings                   4,398,729  $  836,006 

TEXTILES & APPAREL -1.01%
   Yizheng Chemical Fibre Co. Ltd.                6,224,000   1,512,838 

WHOLESALE - SPECIAL LINES - 0.11%
   Goldlion Holdings Ltd.                           200,000     164,198 

TOTAL HONG KONG SECURITIES
   (Identified Cost $7,557,254)                               7,213,147 

ITALY -10.97%
AUTOMOBILES - 0.91%
   Fiat S.p.A.                                      450,000   1,360,669 

BUILDING MATERIAL & COMPONENTS - 0.31%
   Italcementi S.p.A.                                83,600     468,115 

CONSTRUCTION & HOUSING -0.35%
   Sirti S.p.A.                                      86,500     524,241 

ENERGY SOURCES - OIL/GAS - 0.44%
   Edison S.p.A.                                    104,000     657,706 

FINANCIAL SERVICES - 1.16%
   Banca Commerciale Italiana                       242,000     439,999 
   Banco Ambrosiano Veneto S.p.A.                    80,700     194,041 
   Credito Italiano S.p.A.                          288,000     316,078 
   Istituto Bancario San Paolo di Torina S.p.A.     126,800     776,836 
                                                              1,726,954 

FOOD & HOUSEHOLD PRODUCTS - 0.29%
   Parmalat Finanziaria S.p.A.                      280,080     428,053 

INSURANCE - 2.27%
   Assicurazioni Generali S.p.A.                    136,004   2,575,827 
   R.A.S. S.p.A.                                     47,575     443,468 
   S.A.I. S.p.A.                                     40,400     372,595 
                                                              3,391,890 

MULTI-INDUSTRY -0.77%
   Montedison S.p.A.*                               896,140     610,413 
   Pirelli S.p.A.                                   288,000     534,070 
                                                              1,144,483 
</TABLE>


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

Investment Portfolio - December 31, 1996

<TABLE>

<CAPTION>






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

RETAIL - SPECIATLY STORES - 0.18%
   La Rinascente S.p.A.                          45,000  $   260,869 
   La Rinascente S.p.A. 11/30/1999 warrants       2,250          992 
                                                             261,861 

TELECOMMUNICATIONS - 3.64%
   Telecom Italia S.p.A.                      1,060,000    2,751,245 
   Telecomm Italia Mobile S.p.A.              1,060,000    2,677,925 
                                                           5,429,170 

TEXTILES & APPAREL - 0.24%
   Benetton Group S.p.A.                         28,800      364,078 

UTILITIES - GAS & ELECTRIC - 0.41%
   Italgas S.p.A.                               150,000      625,987 

TOTAL ITALIAN SECURITIES
   (Identified Cost $16,430,885)                          16,383,207 

MEXICO - 2.26%
BEVERAGE & TOBACCO -0.77%
   Coca-Cola Femsa S.A.                         400,000    1,155,869 

FOOD - PROCESSING - 0.90%
   Grupo Industrial Maseca S.A. - Series B    1,075,000    1,348,830 

REAL ESTATE - 0.06%
   Grupo Situr S.A. - Series B*               1,575,000       83,839 

RETAIL - DEPARTMENT STORES - 0.53%
   Cifra, SA  - Series B*                       650,000      792,505 

TOTAL MEXICAN SECURITIES
   (Identified Cost $2,843,934)                            3,381,043 

SPAIN - 10.06%
BEVERAGE & TOBACCO - 0.12%
   Tabacalera SA - A                              4,266      183,722 

CONSTRUCTION & HOUSING - 0.27%
   Dragados & Construcciones SA                  11,988      184,716 
   Fomento de Construcciones y Contratas SA       2,277      212,264 
                                                             396,980 

ENERGY SOURCES - OIL/GAS - 0.99%
   Repsol SA                                     38,365    1,471,947 
</TABLE>


The accompanying notes are an integral part of the financial statements.
8
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>




                                                              Value
                                                 Shares     (Note 2)
<S>                                              <C>      <C>
                                                 
FINANCIAL SERVICES - 2.62%
   Banco Bilbao Vizcaya SA                        28,290  $  1,527,842 
   Banco Central Hispanoamericano SA              18,888       485,299 
   Banco Santander SA                             18,728     1,199,002 
   Corp. Bancaria De Espana SA (Argentaria)       15,512       694,339 
                                                             3,906,482 

INSURANCE - 0.11%
   Corporacion Mapfre                              2,823       172,034 

METAL - STEEL - 0.23%
   Acerinox SA                                     2,343       338,636 

MULTI-INDUSTRY - 0.28%
   Autopistas Concesionaria Espanola SA           29,865       411,854 

REAL ESTATE -0.03%
   Inmobiliaria Metropolitana Vasco Central SA     1,128        41,496 

TELECOMMUNICATIONS - 1.71%
   Telefonica de Espana                          110,009     2,555,307 

UTILITIES - GAS & ELECTRIC - 3.70%
   Empresa Nacional de Electridad (ENDESA)        29,210     2,079,367 
   Gas Natural SDG - E                             4,993     1,161,706 
   Iberdrola SA                                  122,474     1,736,158 
   Union Electrica Fenosa SA                      52,126       560,217 
                                                             5,537,448 

TOTAL SPANISH SECURITIES
   (Identified Cost $9,477,871)                             15,015,906 

UNITED KINGDOM - 2.03%
MERCHANDISING - 2.03%
   Tesco plc                                     500,000     3,036,293 

TOTAL UNITED KINGDOM SECURITIES
   (Identified Cost $2,210,889)                              3,036,293 

TOTAL COMMON STOCK
   (Identified Cost $97,923,788)                           127,774,959 
</TABLE>


The accompanying notes are an integral part of the financial statements.
9
<PAGE>
Investment Portfolio - December 31, 1996
<TABLE>

<CAPTION>





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

SHORT-TERM INVESTMENTS - 12.96%
Federal Home Loan Mortgage Corp.
   Discount Note, 1/17/97               $   13,000,000  $ 12,969,204 
Dreyfus U.S. Treasury Money Market           6,319,428     6,319,428 

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $19,360,632)                          19,360,632 

TOTAL INVESTMENTS - 98.52%
   (Identified Cost $117,284,420)                        147,135,591 

OTHER ASSETS, LESS LIABILITIES - 1.48%                     2,195,758 

NET ASSETS -100%                                        $149,331,349 
</TABLE>



*Non-income producing security.

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                 <C>
                                                                                    
At December 31, 1996, the net unrealized appreciation based on identified cost for
federal income tax purposes of $117,425,442 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                 $35,918,689 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                  (6,208,540)

UNREALIZED APPRECIATION - NET                                                       $29,710,149 
</TABLE>



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

<TABLE>

<CAPTION>



INDUSTRY CONCENTRATION - DECEMBER 31, 1996
                                               Percent
                                            of Net Assets
<S>                                         <C>
                                            
Utilities - Gas & Electric                           9.09%
Automobiles                                          6.84%
Energy Sources                                       5.92%
Telecommunication                                    5.91%
Banking                                              5.44%
Insurance                                            5.16%
Merchandising                                        4.99%
Electrical & Electronics                             4.88%
Multi-Industry                                       4.69%
Financial Services                                   4.30%
Machinery & Engineering                              4.07%
Chemicals                                            3.78%
Health & Personal Care                               3.30%
Beverage & Tobacco                                   3.09%
Materials & Commodities                              2.03%
Retail                                               1.65%
Construction & Housing                               1.47%
Business & Public Services                           1.41%
Software                                             1.37%
Food & Household Products                            1.27%
Textiles & Apparel                                   1.25%
Food Processing                                      0.90%
Building Materials & Components                      0.85%
Industrial Components                                0.54%
Leisure & Tourism                                    0.41%
Aerospace & Military Technology                      0.31%
Metals-Steel                                         0.23%
Airlines                                             0.21%
Wholesale - Special Lines                            0.11%
Real Estate                                          0.09%

TOTAL COMMON STOCK                                  85.56%
</TABLE>



The accompanying notes are an integral part of the financial statements.
11
<PAGE>
Statement of Assets and Liabilities
<TABLE>

<CAPTION>





DECEMBER 31, 1996
<S>                                                                  <C>
                                                                    
ASSETS:

Investments, at value (Identified Cost $117,284,420)(Note 2)         $147,135,591
Foreign currency, at value (cost $2,135,706)                            2,117,749
Receivable for forward foreign currency exchange
   contracts sold (Note 2)                                             81,565,507
Receivable for securities sold                                          1,466,191
Foreign tax reclaims receivable                                           399,663
Receivable for fund shares sold                                            61,730
Dividends receivable                                                       28,685
Prepaid expense                                                             5,523

TOTAL ASSETS                                                          232,780,639

LIABILITIES:

Accrued management fees (Note 3)                                          123,423
Accrued Directors' fees (Note 3)                                            1,661
Payable for forward foreign currency contracts sold,
   at value (Note 2)                                                   82,569,683
Payable for fund shares redeemed                                          686,948
Audit fee payable                                                          28,966
Custodian fee payable                                                      27,071
Other payables and accrued expenses                                        11,538

TOTAL LIABILITIES                                                      83,449,290

NET ASSETS FOR 12,939,100 SHARES
   OUTSTANDING                                                       $149,331,349

NET ASSETS CONSIST OF:

Capital stock                                                        $    129,391
Additional paid-in-capital                                            117,447,753
Undistributed net investment income                                       110,482
Accumulated net realized gain on investments                            2,811,395
Net unrealized appreciation on investments, foreign currency,
      forward currency contracts, and other assets and liabilities     28,832,328

TOTAL NET ASSETS                                                     $149,331,349

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($149,331,349/12,939,100 shares)                                     $      11.54
</TABLE>



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

Statement of Operations
<TABLE>

<CAPTION>



FOR THE YEAR ENDED DECEMBER 31, 1996
<S>                                                            <C>
                                                              
INVESTMENT INCOME:

Dividends (net of withholding)                                 $ 2,559,888 
Interest                                                           956,585 

Total Investment Income                                          3,516,473 

EXPENSES:

Management fees (Note 3)                                         1,363,591 
Directors' fees (Note 3)                                             6,750 
Custodian fee                                                       91,450 
Audit fee                                                           28,966 
Registration and filing fees                                        11,034 
Miscellaneous                                                       23,263 

Total Expenses                                                   1,525,054 

NET INVESTMENT INCOME                                            1,991,419 

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on -
    Investments (identified cost basis)                            753,139 
     Foreign currency and forward foreign currency
         exchange contracts                                      6,231,777 

Net realized gain on investments                                 6,984,916 

Net change in unrealized appreciation (depreciation) on-
   Investments                                                  19,506,468 
   Foreign currency and forward currency contracts and other
       assets and liabilities                                     (646,903)

Net unrealized appreciation on investments                      18,859,565 

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                               25,844,481 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                             $27,835,900 
</TABLE>


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

13
<PAGE>

Statement of Changes in Net Assets
<TABLE>

<CAPTION>




                                                          For the Year      For the Year
                                                         Ended 12/31/96    Ended 12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>
                                                       
OPERATIONS:

Net investment income                                   $     1,991,419   $     1,544,241 
Net realized gain (loss) on investments                       6,984,916        (5,910,357)
Net change in unrealized appreciation on investments         18,859,565         8,433,964 

Net increase in net assets from operations                   27,835,900         4,067,848 

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                   (1,821,116)       (1,539,988)
From paid-in-capital                                                 --        (2,083,389)
From net realized gain on investment                           (241,966)         (757,156)

Total distributions to shareholders                          (2,063,082)       (4,380,533)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) from capital share
   transactions (Note 5)                                     (4,735,326)       42,642,060 

Net increase in net assets                                   21,037,492        42,329,375 

NET ASSETS:

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

End of period (including undistributed net investment
   income of $110,482 and $0, respectively)             $   149,331,349   $   128,293,857 
</TABLE>



The accompanying notes are an integral part of the financial statements.
14
<PAGE>

Financial Highlights
<TABLE>

<CAPTION>






                                                                  For the Years Ended                                

                                                                       12/31/96          12/31/95    12/31/94    12/31/93

<S>                                                              <C>                    <C>         <C>         <C>
                                                                
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD):

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

Income from investment operations:
   Net investment income                                                        0.156       0.123       0.143       0.150 
   Net realized and unrealized gain (loss)
      on investments                                                            1.976       0.262      (1.784)      2.240 

Total from investment operations                                                2.132       0.385      (1.641)      2.390 

Less distributions to shareholders:
   From net investment income                                                  (0.143)     (0.118)         --      (0.250)
   From paid-in-capital                                                            --      (0.160)         --          -- 
   From net realized gain on investments                                       (0.019)     (0.077)     (0.149)         -- 
   In excess of net realized gains                                                 --          --          --          -- 

Total distributions to shareholders                                            (0.162)     (0.355)     (0.149)     (0.250)

NET ASSET VALUE - END OF PERIOD                                  $              11.54   $    9.57   $    9.54   $   11.33 

Total return (2):                                                               22.35%       4.14%    (14.48)%      26.00%

Ratios of expenses (to average net assets) /Supplemental Data:
    Expenses                                                                     1.12%       1.20%       1.18%       1.16%
    Net investment income                                                        1.46%       1.42%       1.38%       1.39%

Portfolio turnover                                                                  2%         14%         31%         20%

Average commission rate paid                                     $             0.0013   $  0.0021           -           - 

NET ASSETS - END OF PERIOD (000'S OMITTED)                       $            149,331   $ 128,294   $  85,964   $  92,012 



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

<S>                                                              <C>
                                                                
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD):

NET ASSET VALUE - BEGINNING  OF PERIOD                           $         10.00 

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

Total from investment operations                                           0.600 

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

Total distributions to shareholders                                       (1.410)

NET ASSET VALUE - END OF PERIOD                                  $          9.19 

Total return (2):                                                           6.01%

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

Portfolio turnover                                                             0%

Average commission rate paid                                                   - 

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






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

2  Represents aggregate total return for the period indicated.

3  Annualized.

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

15
<PAGE>


Notes to Financial Statements




1.     ORGANIZATION

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

          Shares of the Fund are offered to clients and employees of Manning &
 Napier Advisors, Inc. (The Advisor) and its affiliates.  The total authorized
  capital  stock  of  the Corporation consists of one billion shares of common
 stock each having a par value of $0.01.  As of December 31, 1996, 940 million
  shares  have  been  designated in total among 19 series, of which 50 million
 have been designated as International  Series Class G Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

          Portfolio securities, including domestic equities, foreign equities,
  options  and  corporate  bonds, listed on an exchange are valued at the last
 quoted sales price of the exchange on which the security is primatily traded.
    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 of the Fund's Board of Directors.

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

        Security transactions are accounted for on the date the securities are
  purchased  or  sold.   Dividend income is recorded on the ex-dividend date. 
 Interest income and expenses are recorded on an accrual basis.

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

16
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES

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

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

         The Fund hereby designates $241,966 as capital gain dividends for the
 year ended December 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) purchase and sales
  of  securities and income and expenses are converted into U.S. dollars based
  upon  the currency exchange rates prevailing on the respective dates of such
 transactions.

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

17
<PAGE>
Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

     The Fund may purchase or sell forward foreign currency contracts in order
  to  hedge  a portfolio position or specific transaction.  Risks may arise if
 the counterparties to a contract are unable to meet the terms of the contract
 or if the value of the foreign currency moves unfavorably.

     All forward foreign currency contracts are adjusted daily by the exchange
  rate  of  the underlying currency and, for financial statement purposes, any
 gain or loss is recorded as unrealized gain or loss until a contract has been
  closed.   Realized and unrealized gain or loss arising from a transaction is
 included in net realized and unrealized gain (loss) from foreign currency and
 forward currency exchange contracts.

         The Fund regularly trades forward foreign currency exchange contracts
  with off-balance sheet risk in the normal course of its investing activities
 to assist in managing exposure to changes in foreign currency exchange rates.

        The notional or contractual amount of these instruments represents the
  investment  the  Fund has in forward foreign currency exchange contracts and
  does  not  necessarily  represent  the  amounts  potentially  at  risk.  The
  measurement  of  the risks associated with forward foreign currency exchange
 contracts is meaningful only when all related and offsetting transactions are
 considered.  A summary of obligations for forward currency exchange contracts
 sold on December 31, 1996 is as follows:
<TABLE>

<CAPTION>



                                          Net Unrealized
Settlement  Contracts       In Exchange      Contracts      Appreciation/
   Date     to Deliver          For          At Value      (Depreciation)
<C>         <S>             <C>           <C>              <C>
            
  01/27/97  Deutsche Marks  $ 41,176,092  $    41,657,216  $     (481,124)
  01/27/97  French Francs   $ 40,389,415  $    40,912,467  $     (523,052)
</TABLE>


       On December 31, 1996, the Fund had sufficient cash and/or securities to
 cover any commitments under there contracts.

     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
  the  disclosure  of  contingent  assets  and  liabilities at the date of the
  financial  statements  and the reported amounts of the revenues and expenses
  during  the  reporting  period.    Actual  results  could  differ from those
 estimates.
18
<PAGE>

Notes to Financial Statements


3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily  and  payable monthly, at an annual rate of 1% of the Fund's
  average daily net assets.  The fee amounted to $1,363,591 for the year ended
 December 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 agreed that, in any fiscal year, if the expenses of the
  Fund  (including  the  advisory fee but excluding interest, taxes, brokerage
  commissions, and extraordinary expenses) exceed the limits set by applicable
  regulation  of state securities commissions, the Advisor will reduce its fee
 by the amount of such excess.

        The Advisor also acts as the transfer, dividend paying and shareholder
  servicing  agent for the Fund.  These services are provided at no additional
 cost to the Fund.

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

       The compensation of the non-affiliated Directors totaled $6,750 for the
 year ended December 31, 1996.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
  $10,853,674  and  $2,647,901,  respectively, for the year ended December 31,
 1996.
19
<PAGE>

Notes to Financial Statements

5.     CAPITAL STOCK TRANSACTIONS

     Transactions in shares of International Series were:
<TABLE>

<CAPTION>



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

Sold              1,645,694   $ 17,300,172        4,223,049   $41,054,909 
Reinvested          184,488      2,044,126          460,661     4,327,528 
Repurchased      (2,297,367)   (24,079,624)        (287,048)   (2,740,377)
Total              (467,185)  $ (4,735,326)       4,396,662   $42,642,060 
</TABLE>



6.     FOREIGN SECURITIES

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

20
<PAGE>

Independent Auditors' Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning & Napier Fund, Inc.- International Series, including the schedule of
  portfolio investments, as of December 31, 1996, and the related statement of
  operations  for  the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the periods indicated in the financial highlights
  table  herein.  These  financial statements and financial highlights are the
  responsibility  of the Funds management. Our responsibility is to express an
  opinion  on these financial statements and financial highlights based on our
 audits.
        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
 securities owned as of December 31, 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,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position  of  the  Manning  &  Napier Fund, Inc.- International Series as of
 December 31, 1996, the results of its operations for the year then ended, the
  changes in its net assets for each of the two years in the period then ended
  and  the  financial  highlights  for  each  of  the periods indicated in the
  financial  highlights  table  herein  in  conformity with generally accepted
 accounting principles.
 
     COOPERS & LYBRAND L.L.P.
 
     BOSTON, MASSACHUSETTS
     JANUARY 23, 1997

21

<PAGE>
<PAGE>


<TABLE> <S> <C>

<ARTICLE>      6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     DIVERSIFIED TAX EXEMPT SERIES
<NUMBER>     18
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     DEC-31-1996
<PERIOD-START>     JAN-01-1996
<PERIOD-END>     DEC-31-1996
<PERIOD-TYPE>     YEAR
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     16156391
<INVESTMENTS-AT-VALUE>     16662165
<RECEIVABLES>     308953
<ASSETS-OTHER>     116
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     16971234
<PAYABLE-FOR-SECURITIES>     0
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     22551
<TOTAL-LIABILITIES>     22551
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     16415990
<SHARES-COMMON-STOCK>     1655972
<SHARES-COMMON-PRIOR>     1207105
<ACCUMULATED-NII-CURRENT>     35290
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     (8371)
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     505774
<NET-ASSETS>     16948683
<DIVIDEND-INCOME>     0
<INTEREST-INCOME>     766794
<OTHER-INCOME>     0
<EXPENSES-NET>     104871
<NET-INVESTMENT-INCOME>     661923
<REALIZED-GAINS-CURRENT>     (92)
<APPREC-INCREASE-CURRENT>     (77279)
<NET-CHANGE-FROM-OPS>     584552
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     634484
<DISTRIBUTIONS-OF-GAINS>     0
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     535294
<NUMBER-OF-SHARES-REDEEMED>     147335
<SHARES-REINVESTED>     60908
<NET-CHANGE-IN-ASSETS>     4496535
<ACCUMULATED-NII-PRIOR>     7877
<ACCUMULATED-GAINS-PRIOR>     (8279)
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     74427
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     104871
<AVERAGE-NET-ASSETS>     14897606
<PER-SHARE-NAV-BEGIN>     10.32
<PER-SHARE-NII>     0.434
<PER-SHARE-GAIN-APPREC>     (0.104)
<PER-SHARE-DIVIDEND>     0.420
<PER-SHARE-DISTRIBUTIONS>     0
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     10.23
<EXPENSE-RATIO>     0.70
<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>     INTERNATIONAL SERIES
<NUMBER>     7
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     DEC-31-1996
<PERIOD-START>     JAN-01-1996
<PERIOD-END>     DEC-31-1996
<PERIOD-TYPE>     YEAR
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     117284420
<INVESTMENTS-AT-VALUE>     147135591
<RECEIVABLES>     83527299
<ASSETS-OTHER>     2117749
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     232780639
<PAYABLE-FOR-SECURITIES>     82569683
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     879607
<TOTAL-LIABILITIES>     83449290
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     117577144
<SHARES-COMMON-STOCK>     12939100
<SHARES-COMMON-PRIOR>     13406285
<ACCUMULATED-NII-CURRENT>     110482
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     2811395
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     28832328
<NET-ASSETS>     149331349
<DIVIDEND-INCOME>     2559888
<INTEREST-INCOME>     956585
<OTHER-INCOME>     0
<EXPENSES-NET>     1525054
<NET-INVESTMENT-INCOME>     1991419
<REALIZED-GAINS-CURRENT>     6984916
<APPREC-INCREASE-CURRENT>     18859565
<NET-CHANGE-FROM-OPS>     27835900
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     1821116
<DISTRIBUTIONS-OF-GAINS>     241966
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     1645694
<NUMBER-OF-SHARES-REDEEMED>     2297367
<SHARES-REINVESTED>     184488
<NET-CHANGE-IN-ASSETS>     21037492
<ACCUMULATED-NII-PRIOR>     0
<ACCUMULATED-GAINS-PRIOR>     (3991376)
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     1363591
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     1525054
<AVERAGE-NET-ASSETS>     136418231
<PER-SHARE-NAV-BEGIN>     9.57
<PER-SHARE-NII>     0.156
<PER-SHARE-GAIN-APPREC>     1.976
<PER-SHARE-DIVIDEND>     0.143
<PER-SHARE-DISTRIBUTIONS>     0.019
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     11.54
<EXPENSE-RATIO>     1.12
<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>     NEW YORK TAX EXEMPT
<NUMBER>     16
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     DEC-31-1996
<PERIOD-START>     JAN-01-1996
<PERIOD-END>     DEC-31-1996
<PERIOD-TYPE>     YEAR
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     36413676
<INVESTMENTS-AT-VALUE>     36802454
<RECEIVABLES>     556234
<ASSETS-OTHER>     1157
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     37359845
<PAYABLE-FOR-SECURITIES>     0
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     34967
<TOTAL-LIABILITIES>     34967
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     36896767
<SHARES-COMMON-STOCK>     3741281
<SHARES-COMMON-PRIOR>     2860879
<ACCUMULATED-NII-CURRENT>     59777
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     (20444)
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     388778
<NET-ASSETS>     37324878
<DIVIDEND-INCOME>     0
<INTEREST-INCOME>     1612600
<OTHER-INCOME>     0
<EXPENSES-NET>     195301
<NET-INVESTMENT-INCOME>     1417569
<REALIZED-GAINS-CURRENT>     (335)
<APPREC-INCREASE-CURRENT>     (217088)
<NET-CHANGE-FROM-OPS>     1200146
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     1370523
<DISTRIBUTIONS-OF-GAINS>     0
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     1002977
<NUMBER-OF-SHARES-REDEEMED>     260462
<SHARES-REINVESTED>     137887
<NET-CHANGE-IN-ASSETS>     8508055
<ACCUMULATED-NII-PRIOR>     12779
<ACCUMULATED-GAINS-PRIOR>     (20109)
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     160913
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     195031
<AVERAGE-NET-ASSETS>     32121745
<PER-SHARE-NAV-BEGIN>     10.07
<PER-SHARE-NII>     0.422
<PER-SHARE-GAIN-APPREC>     (0.102)
<PER-SHARE-DIVIDEND>     0
<PER-SHARE-DISTRIBUTIONS>     0.410
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     9.98
<EXPENSE-RATIO>     0.61
<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>     OHIO EXEMPT SERIES
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