MANNING & NAPIER FUND INC
485BPOS, 1997-03-13
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As filed with the Securities and Exchange Commission on    March 13,1997     
                                             Registration No. 2-92633


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                  FORM N-1A
                         REGISTRATION STATEMENT UNDER
                      THE SECURITIES ACT OF 1933     X
               POST-EFFECTIVE AMENDMENT NO.   25         X
                                     and
                         REGISTRATION STATEMENT UNDER
                  THE INVESTMENT COMPANY ACT OF 1940     X

                       AMENDMENT NO.   28         X
                                      


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



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

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

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

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


   It  is  proposed  that this filing will become effective on March 13, 1997 
pursuant to paragraph (b) of Rule 485.    
                                      


Registrant  has  registered  an  indefinite  number  of  its  shares under the
Securities Act of 1933 pursuant to Rule 24f-2 under the Investment Company Act
of  1940.    Registrant's Rule 24f-2 Notice for its fiscal year ended December
31, 1997 was filed on February 20, 1997.
                                      

<PAGE>


                         MANNING & NAPIER FUND, INC.
                            Cross Reference Sheet

<TABLE>

<CAPTION>



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

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

</TABLE>





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

* Not Applicable

<PAGE>
<PAGE>



<PAGE>
                  Supplemental Prospectus
                for Manning & Napier Fund, Inc. dated
              March 13, 1997 to the Prospectus
        for the Manning & Napier Fund, Inc. dated March 6, 1996.    


EXPENSES
SHAREHOLDER TRANSACTION EXPENSES
(As a percentage of offering price)

Maximum Sales Charge Imposed on Purchases       None
Redemption Fees                                 None

ANNUAL OPERATING EXPENSES

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

<TABLE>

<CAPTION>




Annual Fund Operating Expenses (as a percentage of average daily net assets)
- ----------------------------------------------------------------------------                                             
<S>                                                                     <C>          <C>       <C>             <C>

                                                                                     Small                     Life
                                                                        Technology   Cap       International   Sciences
                                                                        Series1      Series1   Series1         Series1
                                                                        -----------  --------  --------------  ---------
Management                                                                    1.00%     1.00%           1.00%      1.00%
12b-1 fees                                                              None         None      None            None
Other expenses                                                                0.04%     0.08%           0.12%      0.06%
                                                                        -----------  --------  --------------  ---------
Total fund operating
   expenses                                                                   1.04%     1.08%           1.12%      1.06%
                                                                        ===========  ========  ==============  =========



Annual Fund Operating Expenses (as a percentage of average net assets)
- ----------------------------------------------------------------------                                              
<S>                                                                     <C>         <C>       <C>            <C>

                                                                        Financial             Global         World
                                                                        Services    Energy    Fixed Income   Opportunities
                                                                        Series2     Series2   Series2        Series1
                                                                        ----------  --------  -------------  --------------
Management                                                                   1.00%     1.00%          1.00%           1.00%
12b-1 fees                                                              None        None      None           None
Other expenses                                                               0.13%     0.13%          0.25%           0.17%
                                                                        ----------  --------  -------------  --------------
Total fund operating
   expenses                                                                  1.13%     1.13%          1.25%           1.17%
                                                                        ==========  ========  =============  ==============
</TABLE>

You  would pay the following expenses on a $1,000 investment, assuming a) 5.0%
annual return and b) redemptions at the end of each time period:
<TABLE>

<CAPTION>




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

                               1 year   3 years   5 years   10 years
                              -------  --------  --------  ---------
Technology Series 1           $    11  $     33  $     57  $     127
Small Cap Series 1                 11        34        60        132
International Series 1             11        36        62        136
Life Sciences Series 1             11        34        58        129
Energy Series 2                    12        36
Financial Services Series 2        12        36
Global Fixed Income Series 2       13        40
World Opportunities Series 1       12        37        64        142

</TABLE>
1 The Life Sciences Series was engaged in active investment operations for the
period  January  1,  1995  through  September 21, 1995.  The Small Cap Series,
Technology  Series  and  the  International  Series  were  engaged  in  active
investment  operations  for  the  year  ended  December 31, 1996 and the World
Opportunities  Series  was  engaged  in  active  investment operations for the
period  September  6,  1996 (commencement of operations) to December 31, 1996;
therefore, actual management fees and other expenses were used above.

2 As these Series have not commenced active investment operations, the "Annual
Fund  Operating Expenses" percentages and the "Example" expenses presented are
estimates  based  upon  expense  and  average net assets if the Series were in
active investment operations for an entire year.

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

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

FINANCIAL HIGHLIGHTS

The following tables provide selected per share data and ratios for the Series
(for  a  share outstanding throughout the period over various periods shown). 
The  tables  are  part of each Series' audited financial statements, which are
included  in the Statement of Additional Information incorporated by reference
into  this  Prospectus.    The  Technology  Series,  Small  Cap  Series,  and
International  Series  financial  statements  are included in the Statement of
Additional  Information  as  they were engaged in active investment operations
for  the  year  ended  December  31,  1996.     The World Opportunities Series
financial  statements  are  also  included  in  the  Statement  of  Additional
Information  for  the period September 6, 1996 (commencement of operations) to
December  31,  1996.      The  remaining  Series were not in active investment
operations; thus financial statements are not included.

Per  share  income  and  capital  change  information  is  presented  for  the
Technology  Series,  Small Cap Series, and International Series as they remain
engaged  in  active  investment  operations.    Per  share  and capital change
information  is  presented  for  the World Opportunities Series for the period
September  6,  1996  (commencement  of  operations) to December 31, 1996.  The
remaining Series have not commenced active investment operations; thus the per
share income and capital change information is not presented.

<TABLE>

<CAPTION>





TECHNOLOGY SERIES
                                                                                        For the period     For the period
                                                                                         Aug. 29, 1994      Jan. 1, 1992 to
                                                         For the          For the      (recommencement of   May 11, 1995 15
                                                      Year ended       Year ended        operations)       (date of full 
                                                     Dec. 31, 1996    Dec. 31, 1995    to Dec. 31, 1994     redemption)
<S>                                                 <C>              <C>              <C>                 <C>

Net asset value - Beginning of period               $        10.71   $        11.35   $         10.0019   $          10.25 

Income from investment operations
   Net investment income (loss)                              (0.02)            0.02               (0.01)              0.01 
   Net realized and unrealized gain  (loss)
       on investments                                         2.19             4.51                1.36               1.53 
    Total from investment operations                          2.17             4.53                1.35               1.54 

Less distributions declared to shareholders
    From net investment income                                  --            (0.01)                 --                 -- 
    From net realized gain on investments                    (0.30)           (5.16)                 --              (1.94)
    Redemption of capital                                       --                                   --              (9.85)
Total distributions declared to shareholders                 (0.30)           (5.17)                 --             (11.79)

Net asset value - End of period                     $        12.58   $        10.71   $           11.35   $             -- 

Total return 21                                              20.90%           40.25%               13.5%              --15 

Ratios (to average net assets)/Supplemental data:
     Expenses                                                 1.04%            1.12%             1.32%4         1.35%4, 15 
     Net investment income                                  (0.17%)            0.13%           (0.40)%4         0.20%4, 15 

Portfolio Turnover                                             107%             107%                  5%               --5 

Average Commission Rate Paid                        $       0.0163   $       0.0156                  --                 -- 

Net assets - End of period (000's omitted)          $      112,432   $       53,147   $          51,929   $             -- 




TECHNOLOGY SERIES
                                                                                                        For the period
                                                                                                        Nov. 4, 1988
                                                      For the          For the          For the         (commencement of
                                                     Year ended       Year ended       Year ended        operations) to
                                                     Dec. 31, 1991    Dec. 31, 1990    Dec. 31, 1989    Dec. 31, 1988 3
<S>                                                 <C>              <C>              <C>              <C>

Net asset value - Beginning of period               $         8.00   $         9.41   $        10.28   $          10.00 

Income from investment operations
   Net investment income (loss)                              (0.04)            0.02            (0.05)              0.01 
   Net realized and unrealized gain  (loss)
       on investments                                         2.93            (0.83)           (0.06)              0.28 
    Total from investment operations                          2.89            (0.81)           (0.11)              0.29 

Less distributions declared to shareholders
    From net investment income                                  --            (0.03)             --2              (0.01)
    From net realized gain on investments                    (0.64)           (0.57)           (0.76)                -- 
    Redemption of capital                                       --               --               --                 -- 
Total distributions declared to shareholders                 (0.64)           (0.60)           (0.76)             (0.01)

Net asset value - End of period                     $        10.25   $         8.00   $         9.41   $          10.28 

Total return 21                                              36.10%          (8.90)%          (0.90)%             19.40%

Ratios (to average net assets)/Supplemental data:
     Expenses                                                 1.13%            1.14%            1.11%            1.22%4 
     Net investment income                                  (0.33)%         0.20%12           (0.49)%            0.81%4 

Portfolio Turnover                                               4%              25%             --5                --5 

Average Commission Rate Paid                                    --               --               --                 -- 

Net assets - End of period (000's omitted)          $        5,594   $        5,835   $        6,669   $          6,260 
</TABLE>



<TABLE>

<CAPTION>





<PAGE>

SMALL CAP SERIES 7


                                                          For the          For the          For the          For the
                                                        Year ended       Year ended       Year ended       Year ended
                                                       Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1994    Dec. 31, 1993
<S>                                                   <C>              <C>              <C>              <C>

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

Income from investment operations
    Net investment income (loss)                                0.05             0.00            (0.07)           (0.04)
    Net realized and unrealized gain  (loss)
       on investments                                           1.11             1.93             1.05             1.70 
    Total from investment operations                            1.16             1.93             0.98             1.66 

Less distributions declared to shareholders
    From net investment income                                 (0.04)              --               --               -- 
    From net realized gain on investments                      (0.89)           (2.90)           (0.58)           (0.38)
    In excess of net realized gains                            (0.09)              --               --               -- 
    Redemption of capital                                         --               --               --               -- 
Total distributions declared to shareholders                   (1.02)           (2.90)           (.058)           (0.38)

Net asset value - End of period                       $        12.09   $        11.95   $        12.92   $        12.52 

Total return 21                                                10.06%           14.70%            8.01%           14.64%

Ratios (to average net assets) / Supplemental data:
     Expenses9                                                  1.08%            1.07%            1.10%            1.13%
     Net investment income                                      0.29%          (0.03)%          (0.58)%          (0.43)%

Portfolio Turnover                                                31%              77%              31%              12%

Average Commission Rate Paid                          $       0.0291   $       0.0500               --               -- 

Net assets - End of period (000's omitted)            $      100,688   $      143,003   $      105,522   $       70,734 





<PAGE>

SMALL CAP SERIES 7
                                                        For the period      For the period                       
                                                        April 30, 1992       Jan. 1, 1989                        
                                                         (recommence-       July 24, 1989        For the         
                                                        ment of oper.)      (date of full       Year ended       
                                                       to Dec. 31, 1992 6    redemption)      Dec. 31, 1988 1  
<S>                                                   <C>                  <C>               <C>               

Net asset value - Beginning of period                 $          10.0017   $          8.96   $          8.93   

Income from investment operations
    Net investment income (loss)                                   (0.02)            (0.39)             0.10   
    Net realized and unrealized gain  (loss)
       on investments                                               1.63                --             (0.07)  
    Total from investment operations                                1.61             (0.39)             0.03   

Less distributions declared to shareholders
    From net investment income                                        --                --                --   
    From net realized gain on investments                          (0.29)               --                --   
    In excess of net realized gains                             (0.08)16                --                --   
    Redemption of capital                                             --             (8.57)               --   
Total distributions declared to shareholders                       (0.37)            (8.57)               --   

Net asset value - End of period                       $            11.24   $            --   $          8.96   

Total return 21                                                    16.20%             --10              0.33%  

Ratios (to average net assets) / Supplemental data:
     Expenses9                                                1.27%4, 13       14.59%4, 10              1.34%  
     Net investment income                                  (0.26)%4, 13      (8.02)%4, 10              0.91%  

Portfolio Turnover                                                    24%              --5               --5   

Average Commission Rate Paid                                          --                --                --   

Net assets - End of period (000's omitted)            $           33,079   $            --   $            90   



<PAGE>

SMALL CAP SERIES 7
                                                                         For the period
                                                                          Jan. 6, 1986
                                                          For the         (commencement
                                                        Year ended      of operations) to
                                                      Dec. 31, 1987    Dec. 31, 1986 11
<S>                                                  <C>              <C>

Net asset value - Beginning of period                $         8.08   $            10.00 

Income from investment operations
    Net investment income (loss)                               0.13                (0.09)
    Net realized and unrealized gain  (loss)
       on investments                                          0.75                (1.83)
    Total from investment operations                           0.88                (1.92)

Less distributions declared to shareholders
    From net investment income                                  --                   -- 
    From net realized gain on investments                    (0.03)                  -- 
    In excess of net realized gains                             --                   -- 
    Redemption of capital                                       --                   -- 
Total distributions declared to shareholders                 (0.03)                  -- 
                                                             
Net asset value - End of period                      $         8.93   $             8.08 

Total return 21                                               10.89%             (19.44)%

Ratios (to average net assets) / Supplemental data:
     Expenses9                                                 2.26%              9.08%4 
     Net investment income                                     0.95%            (5.62)%4 

Portfolio Turnover                                              76%                 --5 
                                                      
Average Commission Rate Paid                                   --                   -- 

Net assets - End of period (000's omitted)           $       36,193   $            1,608 

</TABLE>



<TABLE>

<CAPTION>





<PAGE>
INTERNATIONAL SERIES


                                                       For the          For the          For the          For the
                                                     Year ended       Year ended       Year ended       Year ended
                                                    Dec. 31, 1996    Dec. 31, 1995    Dec. 31, 1994    Dec. 31, 1993
<S>                                                <C>              <C>              <C>              <C>

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

Income from investment operations
   Net investment income (loss)                              0.15             0.13             0.14             0.15 
   Net realized and unrealized gain (loss)
      on investments8                                        1.98             0.26            (1.78)            2.24 
Total from investment operations                             2.13             0.39            (1.64)            2.39 

Less distributions declared to shareholders:
   From net investment income                               (0.14)           (0.12)              --            (0.25)
   From paid-in-capital                                        --            (0.16)              --               -- 
   From net realized gain on investment                     (0.02)           (0.08)           (0.15)              -- 
   In excess of net realized gains                             --               --                -               -- 
Total distributions declared to shareholders                (0.16)           (0.36)           (0.15)           (0.25)

Net asset value - End of period                    $        11.54   $         9.57   $         9.54   $        11.33 

Total return 21                                             22.35%            4.14%         (14.48)%           26.00%

Ratio (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 at end of period (000's omitted)        $      149,331   $      128,294   $       85,964   $       92,012 







<PAGE>
INTERNATIONAL SERIES


                                                     For the period
                                                    Aug. 27, 1992 to
                                                    (commencement of
                                                     operations)
                                                     Dec. 31, 1992
<S>                                                <C>

Net asset value - Beginning of period              $         10.0018 

Income from investment operations
   Net investment income (loss)                                 0.03 
   Net realized and unrealized gain (loss)
      on investments8                                           0.57 
Total from investment operations                                0.60 

Less distributions declared to shareholders:
   From net investment income                                  (0.03)
   From paid-in-capital                                           -- 
   From net realized gain on investment                        (1.24)
   In excess of net realized gains                          (0.14)14 
Total distributions declared to shareholders                   (1.41)

Net asset value - End of period                    $            9.19 

Total return 21                                                 6.01%

Ratio (to average net assets)/Supplemental data:
   Expenses                                                   1.33%4 
   Net investment income                                      0.85%4 

Portfolio Turnover                                               --5 

Average Commission Rate Paid                                      -- 

Net assets at end of period (000's omitted)        $          72,163 



</TABLE>



<TABLE>

<CAPTION>





<PAGE>
LIFE SCIENCES SERIES
                                                     For the period                                         For the period
                                                     Jan. 1, 1995 to                                         Oct. 7, 1992
                                                     Sept. 21, 1995         For the          For the       (commencement of
                                                    (date of complete     Year ended       Year ended       operations) to
                                                      redemption)20      Dec. 31, 1994    Dec. 31, 1993     Dec. 31, 1992
<S>                                                <C>                  <C>              <C>              <C>

Net asset value - Beginning of period              $            10.43   $        10.18   $        10.12   $         10.0018 

Income from investment operations
   Net investment income (loss)                                  0.06             0.02             0.02                0.02 
   Net realized and unrealized gain (loss)
      on investments                                             4.02             1.02             0.30                0.18 
Total from investment operations                                 4.08             1.04             0.32                0.20 

Less distributions declared to shareholders:
   From net investment income                                   (0.06)           (0.02)           (0.02)              (0.02)
   In excess of net investment income                              --               --            (0.01)                 -- 
   From net realized gain on investments                        (6.59)           (0.77)           (0.23)              (0.06)
   Redemption of Capitalization                                 (7.86)              --               --                  -- 
Total distributions declared to shareholders                   (14.51)           (0.79)           (0.26)              (0.08)

Net asset value - End of period                    $               --   $        10.43   $        10.18   $           10.12 

Total return 21                                                 41.07%           10.30%            3.16%               1.95%

Ratio (to average net assets)/Supplemental data:
   Expenses                                                    1.06%4             1.07%            1.14%             1.83%4 
   Net investment income                                       0.57%4             0.17%            0.20%             0.67%4 

Portfolio Turnover                                                 28%              49%              45%                --5 

Average Commission Rate Paid                       $             0.06               --               --                  -- 

Net assets - End of period (000's omitted)         $               --   $       67,219   $       70,594   $          13,210 


</TABLE>



<TABLE>

<CAPTION>






WORLD OPPORTUNITIES SERIES
                                                     For the period
                                                     Sept. 1, 1996
                                                    (commencement of
                                                     operations) to
                                                     Dec. 31, 1996
                                                   ------------------
<S>                                                <C>

Net asset value - Beginning of period              $         10.0022 
                                                   ------------------

Income from investment operations
   Net investment income (loss)                                 0.05 
   Net realized and unrealized gain (loss)
      on investments                                            0.43 
Total from investment operations                                0.48 

Less distributions declared to shareholders:
   From net investment income                                  (0.05)
   From net realized gain on investments                       (0.01)
Total distributions declared to shareholders                   (0.06)

Net asset value - End of period                    $           10.42 

Total return 21                                                 4.82%

Ratio (to average net assets)/Supplemental data:
   Expenses                                                   1.17%4 
   Net investment income                                      1.54%4 

Portfolio Turnover                                                 1%

Average Commission Rate Paid                       $          0.0065 

Net assets - End of period (000's omitted)         $          77,338 
                                                   ==================

</TABLE>





<PAGE>
Footnotes to Financial Highlights:

1 Per share data was determined using a monthly average of the shares
outstanding throughout the period.

2 On April 11, 1989, a $.004 dividend was distributed to shareholders of
record on April 11, 1989.

3 On November 4, 1988, the Technology Series commenced sales of it's shares to
persons who are investment advisory clients or employees of the Fund's
Advisor.

4 Annualized.

5 For these periods, there were no purchases of securities whose maturity or
expiration date was greater than one year from the acquisition date.

6 The investment practice of the Fund results in the active operation of the
investment portfolio for discrete periods.  On April 30, 1992 the Fund resumed
sales of shares of the Small Cap Series to advisory clients and employees of
the Fund's Advisor.  Previously, the Small Cap Series was in active operation
from November 11, 1986 to May 14, 1987 and from December 1, 1987 to April 13,
1988.  Other than those periods stated previously, the only shareholders of
the Small Cap Series were those of the Initial Shareholders.  During periods
when the only shareholders of the Small Cap Series 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.

7 Per share data for all period prior to May 18, 1988, have been restated to
reflect the 10 for 1 stock dividend effected on May 18, 1988.

8 This amount is mathematically derived as the difference between the changes
in net asset value for the year and net investment income.  The amount shown
for the year ended December 31, 1988 does not agree with the net realized
gains and net decrease in unrealized appreciation for the year as shown on the
Statement of Operations because the average number of shares for the year used
to determine the above computations is significantly different than the number
of shares outstanding at the time of the April 13, 1988 redemption described
in Note (6) above.

9 Absent fee waivers, the ratios of expense to average daily net assets is as
follows:  1.27%(for the period 4/30/92 to 12/31/92); 15.57%(for the period
1/1/89 to 7/24/89); 1.34%(for the year ended 12/31/88);
2.27%(for the year ended 12/31/87); and 9.34%(for the period
1/6/88(commencement of operation) to 12/31/86).

10 During the period January 1, 1989 to July 24, 1989(date of full
redemption), the only shareholders and resulting assets were those of the
Initial Shareholders who redeemed their shares on July 11 and 24, 1989. 
Therefore, the ratios presented may not be representative of an actively
operated series.

11 On November 11, 1986, the Fund commenced sales of shares of the Small Cap
Series to persons who are investment advisory clients of the Fund's Advisor. 
Prior to that date, the Small Cap Series did not engage in any business
operations other than to purchase and hold approximately $100,000 of U.S.
Treasury securities.

12 Investment income per share is comprised of recurring dividend and interest
income which amounted to $0.07 per share and special dividends from Bell
Industries and Tempest Technologies, Inc. which amounted to $0.03 and $0.02
per share, respectively.

13 For the period April 30, 1992 to December 31, 1992, the ratios for the
Small Cap Series were calculated using average daily net assets.

14 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 (the "Code").  The Code requires the Fund to treat it's
open forward currency contracts sold short as covered for their fair market
value at the end of the period.  The Fund recognized the gains on the forward
foreign currency contracts as unrealized for book purposes at the end of the
period.

15 The investment practice of the Fund results in the active operation of the
investment portfolios for discrete periods.  On August 29, 1994, the Fund
resumed sales of shares of the Technology Series to advisory clients and
employees of the Fund's Advisor.  Previously, the Technology Series was in
active operations from November 4, 1988 to May 11, 1992.  On May 11, 1992, the
Technology Series redeemed all shares held, therefore, the ratios presented
may not be representative of an actively traded fund.

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

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

18 International Series and Life Sciences Series commenced operations on
August 27, 1992 and October 7, 1992, respectively.  The initial offering price
upon commencement of operations was $10.00 per share.

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

20 The investment practice of the Fund results in the active operation of the
investment portfolios for discrete periods.  On September 21, 1995, the Life
Sciences Series redeemed all shares held, therefore, the ratios presented may
not be representative of an actively traded fund.

21 Represents aggregate total return for the period indicated.

22 Initial offering price upon commencement of operations on September 6,
1996.




                  Supplemental Prospectus
                for World Opportunities Series dated
              March 13, 1997 to the Prospectus
        for the World Opportunties Series dated March 6, 1996.    
<PAGE>

<PAGE>
Expenses

SHAREHOLDER TRANSACTION EXPENSES
(as a percentage of offering price)

Maximum Sales Charge Imposed on Purchases       None
Redemption Fees 1                               None
Exchange Fees 2                                 None

1  A  wire  charge, currently $15, will be deducted by the Transfer Agent from
the amount of a wire redemption payment made at the request of a shareholder. 
Such amount is not included in the "Annual Operating Expenses" of the Series.

2  A  shareholder  may  effect up to four (4) exchanges in a twelve (12) month
period without charge.  Subsequent exchanges are subject to a fee of $15.

ANNUAL OPERATING EXPENSES

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

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

Management Fees                 1.00%
12b-1 Fees                       None
Other Expenses 3                0.17%
Total Operating Expenses 3      1.17%

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

                                1 year     3 years     5 years     10 years
World Opportunities Series       $12        $37          $64         $142

3  World  Opportunities Series was engaged in active investment operations for
the  period  September  6,  1996  to  December  31,  1996;  therefore,  actual
management fees and other expenses are used above.

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

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





<PAGE>
   FINANCIAL HIGHLIGHTS

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

<CAPTION>




                                                     For the period
                                                     Sept. 1, 1996
                                                    (commencement of
                                                     operations) to
                                                     Dec. 31, 1996
                                                   ------------------
<S>                                                <C>

Net asset value - Beginning of period              $          10.003 
                                                   ------------------

Income from investment operations
   Net investment income (loss)                                 0.05 
   Net realized and unrealized gain (loss)
      on investments                                            0.43 
Total from investment operations                                0.48 

Less distributions declared to shareholders:
   From net investment income                                  (0.05)
   From net realized gain on investments                       (0.01)
Total distributions declared to shareholders                   (0.06)

Net asset value - End of period                    $           10.42 

Total return 1                                                  4.82%

Ratio (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 
                                                   ==================


</TABLE>



1 Represents aggregate total return for the period indicated.
2 Annualized.
3 Initial offering price upon commencement of operations on September 6, 1996.

    

<PAGE>
 
                                    PART A



   The Prospectus for the Manning & Napier Fund, Inc. and the 
World Opportunities Series are hereby incorporated by reference 
to the Registration Statement on Form N-1A filed on March 6, 1996.    


<PAGE>
<PAGE>

                        PART B
                        
   Supplement to the Statement of Additional Information for the Fund dated
March 13, 1997 to the Statement of Additional Information dated March 6, 1996.
    

<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>





                                     PART C




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


<PAGE>


                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Post-Effective Amendment No.   25     to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Rochester and State of New York on the    13th day of March, 1997.    


          Manning & Napier Fund, Inc.
          (Registrant)


          By:/s/William Manning
                William Manning
                President


     Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No.    25     to the Registration Statement has been
signed below by the following persons in the capacities and on the date
indicated.
<TABLE>

<CAPTION>



<S>                      <C>                                    <C>

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

/s/William Manning       Principal Executive                    3/13/97
- -----------------------                                         -------
   William Manning       Officer

/s/B. Reuben Auspitz     Director and Officer                   3/13/97
- -----------------------                                         -------
   B. Reuben Auspitz

/s/Martin F. Birmingham  Director                               3/13/97
- -----------------------                                         -------
   Martin F. Birmingham

/s/Harris H. Rusitzky    Director                               3/13/97
- -----------------------                                         -------
   Harris H. Rusitzky

/s/Peter L. Faber        Director                               3/13/97
- -----------------------                                         -------
   Peter L. Faber

/s/Stephen B. Ashley     Director                               3/13/97
- -----------------------                                         -------
   Stephen B. Ashley

/s/Timothy P. Mullaney   Chief Financial &                      3/13/97
- -----------------------  Accounting Officer,                    -------
   Timothy P. Mullaney   Treasurer

    
</TABLE>


<PAGE>




<TABLE> <S> <C>

<ARTICLE>      6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     WORLD OPPORTUNITIES SERIES
<NUMBER>     19
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     DEC-31-1996
<PERIOD-START>     SEP-06-1996
<PERIOD-END>     DEC-31-1996
<PERIOD-TYPE>     YEAR
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     73993319
<INVESTMENTS-AT-VALUE>     76721187
<RECEIVABLES>     12864194
<ASSETS-OTHER>     1833123
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     91418504
<PAYABLE-FOR-SECURITIES>     13560223
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     519961
<TOTAL-LIABILITIES>     14080184
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     74203885
<SHARES-COMMON-STOCK>     7418858
<SHARES-COMMON-PRIOR>     0
<ACCUMULATED-NII-CURRENT>     0
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     21631
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     3112804
<NET-ASSETS>     77338320
<DIVIDEND-INCOME>     130415
<INTEREST-INCOME>     501370
<OTHER-INCOME>     0
<EXPENSES-NET>     264709
<NET-INVESTMENT-INCOME>     367076
<REALIZED-GAINS-CURRENT>     93389
<APPREC-INCREASE-CURRENT>     3112804
<NET-CHANGE-FROM-OPS>     3573269
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     370123
<DISTRIBUTIONS-OF-GAINS>     68711
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     7582503
<NUMBER-OF-SHARES-REDEEMED>     206792
<SHARES-REINVESTED>     43147
<NET-CHANGE-IN-ASSETS>     77338320
<ACCUMULATED-NII-PRIOR>     0
<ACCUMULATED-GAINS-PRIOR>     0
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     224344
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     264709
<AVERAGE-NET-ASSETS>     70831836
<PER-SHARE-NAV-BEGIN>     10.00
<PER-SHARE-NII>     0.051
<PER-SHARE-GAIN-APPREC>     .429
<PER-SHARE-DIVIDEND>     0.051
<PER-SHARE-DISTRIBUTIONS>     0.009
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     10.42
<EXPENSE-RATIO>     1.17
<AVG-DEBT-OUTSTANDING>     0
<AVG-DEBT-PER-SHARE>     0



</TABLE>


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