MANNING & NAPIER FUND INC
N-30D, 1997-06-24
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June 27, 1997


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

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

Dear Shareholder:

Enclosed are copies of the Semi-Annual Reports for each of the above Series of
the  Manning  &  Napier Fund in which you were invested as of April 30, 1997. 
These  reports  include  information  about  the Series performance as well as
portfolio listings as of that date.

We  would  be happy to answer any questions you may have about the Semi-Annual
Reports or about your account.  Please contact our Fund Services department at
1-800-4MN-FUND
(1-800-466-3863) or your Client Consultant if we can be of assistance.

Sincerely,



Amy J. Williams
Fund Services Coordinator


<PAGE>




Manning & Napier Fund, Inc.
Flexible Yield Series I

Semi-Annual Report
April 30, 1997
<PAGE>

Management Discussion and Analysis

Dear Shareholders:


With  the  end  of  April  comes  springtime and little league baseball.  At a
recent game, a young boy was overheard saying you have to think a lot when you
play baseball, but when the balls coming at you, you dont have time to think. 
This is also a good perspective on investing.

Investing  requires  a  great deal of background thought and research, because
like  a sharp ground ball, individual pieces of economic data come quickly and
with  different  hops  and  spins.    If  you  try to find deep meaning in any
individual economic release, that is, if you try to extrapolate a trend from a
single  data  point,  youll  find  the  inputs  too  frequent  to  be  handled
intelligently.  As  the  young ballplayer put it, you have to think a lot, and
that  thinking  must  be  done  in  advance,  and  not in reaction to economic
releases.    Otherwise,  you will find yourself changing direction constantly,
given the variability of individual pieces of data.

From  this  perspective,  in considering the question which is most crucial to
bond  investors,  i.e., whats the direction of inflation, what matters most is
that  inflation  overall  continues to confirm the long-term trend of moderate
pricing  pressures.  Sure, there are individual pieces of data which can spook
the bond market -- strong economic growth, low unemployment, rising wage data.
However,  it  increasingly seems to be the case that for every area in which
inflation  pressures  rise, there is an equal and opposite reaction in another
area.  For example, recent data supporting lower inflation are as follows:

The  Employment  Cost  Index, which suggests that although wage growth had
increased  slightly,  benefit  growth had decelerated.  The combination of the
two means that overall labor costs have not been accelerating.

Stable  to  falling commodity prices, especially crude oil prices which have
fallen 20% from last winters highs.

The  strengthening  of  the  U.S. dollar relative to other currencies.  This
makes  imports cheaper and puts pressure on U.S. producers to keep prices down
to stay competitive.

Thinking  in advance, rather than in reaction to individual economic releases,
we  have  formulated  an overview that global competition means consumers need
not  accept  much  in  the  way  of  price increases.  No individual inflation
indicator  would  confirm  or  refute  this overview, but the net total of the
evidence should suggest that:

1)     Consumers are not very accepting of price increases;
2)     For  every  increase  that does pop up for a given item or sector,
       consumers will demand corresponding decreases in other areas.

The  weight  of  individual  evidence  confirms  this  overview;  that  is, as
discussed  above,  for  every  inflationary  signal there is a disinflationary
signal.    More importantly, the bottom line is the ultimate confirmation: the
Consumer Price Index was up only 2.8% year-over-year through the end of March,
falling right back into the consistently moderate groove of the past
several years.

1
<PAGE>

Management Discussion and Analysis (continued)


To  apply  this  thinking to bond investing, the important factors are not the
month-to-month  fluctuations in bond prices, but the long-term yields over and
above  inflation.    To the extent that fluctuations push those yields higher,
while inflation remains steady, the long-term bond investor can turn this into
opportunity    --  after  all,  higher  yields  over  and  above inflation are
literally money in the pockets of bond investors.

The reality is that the media and the bond market will overreact to short-term
data,  but  this  is  a  losers  game.  Those who think through their approach
before the ball is hit to them can play the long-term trend and take advantage
of attractive inflation-adjusted yields.

We  would once again like to thank you for the opportunity of helping you meet
your investment goals.  It is a service in which we take great pride.

Sincerely,

Manning & Napier Advisors, Inc.


<graphic>
<pie chart>

Data for chart to follow:




Effective Maturity - As of 4/30/97

1-2 Years - 29%
2-3 Years - 23%
3-4 Years - 19%
More than 4 Years - 29%

2
<PAGE>

Performance Update as of April 30, 1997 (unaudited)

<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>

 

<S>       <C>                          <C>

          Manning & Napier Fund, Inc.  Merrill Lynch U.S. Treasury
Date      Flexible Yield Series I      Short-Term Index
02/15/94                       10,000                       10,000
06/30/94                        9,860                        9,931
12/31/94                        9,924                       10,030
06/30/95                       10,573                       10,699
12/31/95                       10,995                       11,133
04/30/96                       10,931                       11,179
10/31/96                       11,441                       11,598
04/30/97                       11,509                       11,861
</TABLE>

<TABLE>

<CAPTION>


Manning & Napier Fund, Inc. - Flexible Yield Series I
<S>                              <C>                 <C>            <C>
                                                   
                                                       Total Return
Through                   Growth of $10,000                    Average
04/30/97                     Investment          Cumulative     Annual

One Year                 $           10,529          5.29%     5.29%
Inception 2              $           11,509         15.09%     4.48%

</TABLE>



<TABLE>

<CAPTION>



Merrill Lynch U.S. Treasury Short-Term Index
<S>                             <C>                 <C>            <C>

                                                       Total Return
Through                     Growth of $10,000                  Average
04/30/97                       Investment          Cumulative     Annual

One Year                   $           10,609          6.09%     6.09%
Inception 2                $           11,861         18.61%     5.46%

</TABLE>




The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Flexible Yield
Series I from its inception (2/15/94) to
present (4/30/97) as compared to the Merrill
Lynch U.S. Treasury Short-Term Index. 1

1 The Merrill Lynch U.S. Treasury Short-Term Index is a market value weighted
measure of approximately 61 U.S. Treasury Securities.  The Index is comprised
of  U.S.  Treasury  securities  with maturities greater than one year but less
than three  years.    The  Index returns assume reinvestment of coupons and, 
unlike Fund returns, do not reflect any fees or expenses.

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

3
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)


<TABLE>

<CAPTION>




                                                        PRINCIPAL       VALUE
                                                       AMOUNT/SHARES   (NOTE 2)
<S>                                            <C>             <C>
                                      
U.S. TREASURY SECURITIES - 89.14%

U.S. TREASURY NOTES

  U.S.Treasury Note, 6.125%, 5/15/1998          $       40,000  $ 40,038 
  U.S.Treasury Note, 5.875%, 10/31/1998                 30,000    29,859 
  U.S.Treasury Note, 6.50%, 4/30/1999                   85,000    85,345 
  U.S.Treasury Note, 5.875%, 11/15/1999                 40,000    39,513 
  U.S.Treasury Note, 6.75%, 4/30/2000                   85,000    85,691 
  U.S.Treasury Note, 6.375%, 3/31/2001                 105,000   104,377 
  U.S.Treasury Note, 6.25%, 10/31/2001                 115,000   113,561 
  U.S.Treasury Note, 6.25%, 1/31/2002                   40,000    39,463 

TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $542,416)                                     537,847 
                                                               ---------

SHORT-TERM INVESTMENTS - 10.74%
  Dreyfus U.S. Treasury Money Market Reserves           64,824    64,824 
  (Identified Cost $64,824)

TOTAL INVESTMENTS - 99.88%
  (Identified Cost $607,240)                                     602,671 

OTHER ASSETS, LESS LIABILITIES - 0.12%                               740 
                                                               ---------
                                        
NET ASSETS - 100%                                               $603,411 
                                                               =========


</TABLE>




<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:
<S>                                                               <C>

At April 30 1997, the net unrealized depreciation based on 
identified cost for federal income tax purposes of $607,351 
was as follows:


Aggregate gross unrealized appreciation for all investments
 in which there was an excess of value over tax cost             $     14 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of tax                       
cost over value                                                    (4,694)

UNREALIZED DEPRECIATION - NET                                     ($4,680)

</TABLE>



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

4
<PAGE>

Statement of Assets and Liabilities (unaudited)

<TABLE>

<CAPTION>




APRIL 30, 1997
<S>                                                       <C>

ASSETS:

Investments, at value (Identified Cost $607,240)(Note 2)  $602,671 
Interest receivable                                          3,440 
Receivable from investment advisor (Note 3)                  8,315 

TOTAL ASSETS                                               614,426 

LIABILITIES:

Accrued Directors' fees (Note 3)                             3,392 
Audit fee payable                                            4,764 
Other payables and accrued expenses                          2,859 

TOTAL LIABILITIES                                           11,015 

NET ASSETS FOR 59,506 SHARES OUTSTANDING                  $603,411 

NET ASSETS CONSIST OF:

Capital stock                                             $    595 
Additional paid-in-capital                                 602,787 
Undistributed net investment income                          4,280 
Accumulated net realized gain on investments                   318 
Net unrealized depreciation on investments                  (4,569)

TOTAL NET ASSETS                                          $603,411 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($603,411/59,506 shares)                                  $  10.14 
</TABLE>



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

5
<PAGE>

Statement of Operations (unaudited)

<TABLE>

<CAPTION>





FOR THE SIX MONTHS ENDED APRIL 30, 1997
<S>                                                      <C>

INVESTMENT INCOME:

Interest                                                  $18,139 

EXPENSES:

Management fee (Note 3)                                     1,054 
Directors' fees (Note 3)                                    3,392 
Transfer agent fees (Note 3)                                   72 
Audit fee                                                   4,190 
Registration & filing fees                                  2,183 
Custodian fee                                                 174 
Miscellaneous                                                 412 

Total Expenses                                             11,477 

Less Waiver of Expenses (Note 3)                           (9,369)

Net Expenses                                                2,108 

NET INVESTMENT INCOME                                      16,031 

REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)      (86)
Net change in unrealized depreciation on investments       (8,150)

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS                                          (8,236)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 7,795 

</TABLE>



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

6
<PAGE>

Statement of Changes in Net Assets (unaudited)


<TABLE>

<CAPTION>





                                                         For the Six     For the Ten     For the
                                                         Months Ended    Month Ended    Year Ended
                                                           4/30/97        10/31/96       12/31/95
                                                        --------------  -------------        
<S>                                                      <C>              <C>            <C>
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                      $16,031         $15,879       $17,412
Net realized gain (loss) on investments                       (86)           2,919           321
Net change in unrealized appreciation (depreciation)
on investments                                             (8,150)         (3,729)        12,825

Net increase in net assets from operations                   7,795          15,069        30,558


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                 (17,087)       (10,555)       (17,292)
From net realized gain on investments                       (1,988)           --             --

Total distributions to shareholders                        (19,075)       (10,555)       (17,292)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
transactions (Note 5)                                      121,794         231,929        12,347


Net increase in net assets                                 110,514         236,443        25,613


NET ASSETS:

Beginning of period                                        492,897         256,454       230,841

END OF PERIOD (including undistributed net investment
income of $4,280, $5,336 and $12 respectively)             $603,411       $492,897       $256,454



</TABLE>





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

7
<PAGE>



Financial Highlights (unaudited)

<TABLE>

<CAPTION>

                                                                                                   For the Period
                                                                                       For the        2/15/94
                                                       For the Six     For the Ten       Year      (commencement
                                                       Months Ended    Months Ended     Ended      of operations)
                                                         4/30/97        10/31/96 3     12/31/95     to 12/31/94
                                                      --------------  --------------  ----------  ----------------
<S>                                                   <C>             <C>             <C>         <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                $       10.27   $       10.26   $    9.69   $         10.00 

Income from investment operations:
   Net investment income                                      0.217           0.411       0.464             0.241 
   Net realized and unrealized gain (loss)
      on investments                                         (0.063)         (0.101)      0.566            (0.317)

Total from investment operations                              0.154           0.310       1.030            (0.076)

Less distributions to shareholders:
   From net investment income                                (0.256)         (0.300)     (0.460)           (0.234)
   From net realized gain on investments                     (0.028)             --          --                -- 
Total distributions to shareholders                          (0.284)         (0.300)     (0.460)           (0.234)

NET ASSET VALUE - END OF PERIOD                       $       10.14   $       10.27   $   10.26   $          9.69 

Total return 1:                                                1.52%           3.11%      10.79%           (0.76)%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                0.70%2          0.70%2        0.70%           0.70%2 
    Net investment income*                                   5.32%2          5.25%2        4.99%           4.41%2 

Portfolio turnover                                               29%             36%         60%               38%

NET ASSETS - END OF PERIOD (000'S OMITTED)            $         603   $         493   $     256   $           231 

</TABLE>





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



<TABLE>

<CAPTION>





<S>                                                <C>      <C>      <C>     <C>
                                                  
                                                  
Net investment income                              $ 0.104  $ 0.270  $ 0.297 $ 0.143

Ratios (to average net assets):
    Expenses                                        3.46%2   2.50%2    2.50%  2.50%2
    Net investment income                           2.56%2   3.45%2    3.19%  2.61%2

1 Represents aggregate total return for the period indicated.
2 Annualized.
3 Effective January 1, 1996, the Fund changed its fiscal year
end from December 31 to October 31.

</TABLE>



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

Notes to financial Statements (unaudited)


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

        The total authorized capital stock of the Corporation consists of one
        billion shares of common stock each having a par value of $0.01.  
        As of April 30,  1997, 940 million shares have been designated 
        in total among 19 series, of  which 50 million have been designated 
        as Flexible Yield Series I Class M Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

        SECURITY VALUATION

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

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

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

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

        SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

        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.


9
<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

        FEDERAL INCOME TAXES (continued)

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

        DISTRIBUTION OF INCOME AND GAINS

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

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

        OTHER
        The  preparation  of  the  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 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 0.35%
        of the Fund's average  daily  net  assets.   The fee amounted to 
        $1,054 for the six months ended April 30, 1997.

        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


10
<PAGE>

Notes to Financial Statements (unaudited)

3.      TRANSACTIONS WITH AFFILIATES (continued)

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
        pay  other  expenses of the Fund in order to maintain total expenses 
        for the Fund  at  no  more  than  0.70%  of  average  daily  net  
        assets each year. Accordingly,  the  Advisor  did  not impose any 
        of its fee and paid expenses amounting  to  $8,315  for  the  six  
        months  ended April 30, 1997, 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 $72 for the six 
        months ended April 30, 1997.

        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 $3,392 for 
        the six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES

        Purchases and sales of United States Government securities, other than
  short-term securities, were $241,267 and $163,657, respectively, for the six
 months ended April 30, 1997.

5.  CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>





Transactions in shares of Flexible Yield Series I Class M Common Stock were:
                          For the Six               For the Ten                  For the 
                         Months Ended               Months Ended               Year Ended
                           4/30/97                    10/31/96                   12/31/95
                     Shares        Amount       Shares        Amount        Shares     Amount
                    -------------  ----------  -------------  ----------   ---------   ---------
<S>                     <C>            <C>         <C>            <C>         <C>       <C>

Sold                   28,189   $ 290,530         46,304   $ 468,224        42,563     $433,846
Reinvested              1,702      17,232          1,049      10,556         1,658       16,778
Repurchased           (18,359)   (185,968)       (24,368)   (246,851)      (43,058)    (438,277)
Total                  11,532   $ 121,794         22,985   $ 231,929         1,163      $12,347

</TABLE>



   The  Advisor owned 12,042 shares on April 30, 1997,  4,042 shares on
   October 31, 1996 and 3,924 shares on December 31, 1995.

11
<PAGE>

Notes to Financial Statements (unaudited)

6.     FINANCIAL INSTRUMENTS

       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options and futures contracts and may involve, to a varying degree,
  elements of risk in excess of the amounts recognized for financial statement
 purposes.  No such investments were held by the Fund on April 30, 1997.

7.  CHANGE IN FISCAL YEAR END

          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

12
<PAGE>
<PAGE>



Manning & Napier Fund, Inc.
Flexible Yield Series II

Semi-Annual Report
April 30, 1997

<PAGE>

     Management Discussion and Analysis

      With the end of April comes springtime and little league baseball.  At a
  recent  game,  a young boy was overheard saying you have to think a lot when
  you  play  baseball, but when the balls coming at you, you dont have time to
 think.  This is also a good perspective on investing.

          Investing  requires a great deal of background thought and research,
  because  like  a  sharp ground ball, individual pieces of economic data come
  quickly  and with different hops and spins.  If you try to find deep meaning
  in  any  individual  economic  release, that is, if you try to extrapolate a
  trend  from  a  single  data point, youll find the inputs too frequent to be
  handled  intelligently.  As the young ballplayer put it, you have to think a
  lot,  and  that  thinking  must  be  done in advance, and not in reaction to
  economic  releases.    Otherwise,  you will find yourself changing direction
 constantly, given the variability of individual pieces of data.

      From this perspective, in considering the question which is most crucial
  to bond investors, i.e., whats the direction of inflation, what matters most
  is  that  inflation  overall  continues  to  confirm  the long-term trend of
  moderate pricing pressures.  Sure, there are individual pieces of data which
 can spook the bond market -- strong economic growth, low unemployment, rising
 wage data.  However, it increasingly seems to be the case that for every area
 in which inflation pressures rise, there is an equal and opposite reaction in
  another  area.    For example, recent data supporting lower inflation are as
 follows:

  The  Employment  Cost  Index,  which  suggests that although wage growth had
  increased  slightly, benefit growth had decelerated.  The combination of the
 two means that overall labor costs have not been accelerating.

  Stable  to  falling commodity prices, especially crude oil prices which have
 fallen 20% from last winters highs.

  The  strengthening  of  the  U.S. dollar relative to other currencies.  This
 makes imports cheaper and puts pressure on U.S. producers to keep prices down
 to stay competitive.

          Thinking  in advance, rather than in reaction to individual economic
  releases,  we  have  formulated  an  overview  that global competition means
  consumers need not accept much in the way of price increases.  No individual
  inflation indicator would confirm or refute this overview, but the net total
 of the evidence should suggest that:

     1)     Consumers are not very accepting of price increases;

        2)     For every increase that does pop up for a given item or sector,
 consumers will demand corresponding decreases in other areas.

         
1
<PAGE>

     Management Discussion and Analysis (continued)


      The weight of individual evidence confirms this overview; that is, as
 discussed above, for     every  inflationary  signal there is a 
 disinflationary signal.  More importantly, the bottom line is the ultimate
 confirmation: the Consumer Price Index was up only 2.8% year-over-year 
 through the end of March, falling right back into the consistently 
 moderate groove of the past several years.

       To apply this thinking to bond investing, the important factors are not
 the month-to-month fluctuations in bond prices, but the long-term yields over
  and  above  inflation.    To  the extent that fluctuations push those yields
  higher, while inflation remains steady, the long-term bond investor can turn
  this  into opportunity  -- after all, higher yields over and above inflation
 are literally money in the pockets of bond investors.

          The  reality is that the media and the bond market will overreact to
  short-term  data,  but this is a losers game.  Those who think through their
 approach before the ball is hit to them can play the long-term trend and take
 advantage of attractive inflation-adjusted yields.

      We would once again like to thank you for the opportunity of helping you
 meet your investment goals.  It is a service in which we take great pride.
     Sincerely,

     Manning & Napier Advisors, Inc.


Effective Maturity - As of 4/30/97

<graphic>
<pie chart>

Data for chart to follow:

Less than 1 Year - 7%
1-2 Years - 11%
2-3 Years - 8%
3-5 Years - 17%
5-7 Years - 10%
More than 7 Years - 47%

2
<PAGE>

Performance Update as of April 30, 1997 (unaudited)

<graphic>
<line chart>

Data for line chart to follow:

<TABLE>

<CAPTION>




<S>       <C>                       <C>

          Manning & Napier          Merrill Lynch Corporate/Government
Date      Flexible Yield Series II   Intermediate Index
02/15/94                    10,000                              10,000
06/30/94                     9,510                               9,727
12/31/94                     9,531                               9,799
06/30/95                    10,576                              10,737
12/31/95                    11,182                              11,301
04/30/96                    10,889                              11,167
10/31/96                    11,336                              11,672
04/30/97                    11,479                              11,887
</TABLE>



<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Flexible Yield Series II
<S>                        <C>                      <C>            <C>
                                                           Total Return
Through                         Growth of $10,000                  Average
04/30/97                         Investment          Cumulative     Annual

One Year                    $           10,542          5.42%     5.42%
Inception 2                 $           11,479         14.79%     4.39%
</TABLE>



<TABLE>

<CAPTION>





Merrill Lynch Corporate/Government
Intermediate Index
<S>                                 <C>                 <C>            <C>

                                                        Total Return
Through                             Growth of $10,000                  Average
04/30/97                            Investment          Cumulative     Annual

One Year                            $           10,645          6.45%     6.45%
Inception 2                         $           11,887         18.87%     5.54%
</TABLE>




        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
 Flexible Yield Series II from its inception (2/15/94) to present (4/30/97) as
 compared to the Merrill Lynch Corporate/Government Intermediate Index. 1

       1 The Merrill Lynch Corporate/Government Intermediate Index is a market
 value weighted measure of approximately 3,554 corporate and government bonds.
 The Index is comprised of investment grade bonds with maturities greater than
  one  year but less than ten years.  The Index returns assume reinvestment of
 coupons and, unlike Fund returns, do not reflect any fees or expenses.

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

3
<PAGE>


<TABLE>

<CAPTION>







INVESTMENT PORTFOLIO - APRIL 30, 1997 (unaudited)
<S>                                            <C>             <C>

                                                    PRINCIPAL       VALUE
                                                  AMOUNT/SHARES    (NOTE 2)
U.S. TREASURY SECURITIES - 97.1%
  U.S. TREASURY NOTES
  U.S. Treasury Note, 6.00%, 8/31/1997          $       20,000  $ 20,012 
  U.S. Treasury Note, 5.875%, 4/30/1998                 25,000    24,969 
  U.S. Treasury Note, 5.875%, 1/31/1999                 35,000    34,792 
  U.S. Treasury Note, 5.00%, 1/31/1999                  15,000    14,695 
  U.S. Treasury Note, 6.50%, 4/30/1999                  25,000    25,102 
  U.S. Treasury Note, 5.50%, 4/15/2000                  30,000    29,259 
  U.S. Treasury Note, 6.75%, 4/30/2000                  25,000    25,203 
  U.S. Treasury Note, 7.875%, 8/15/2001                 45,000    47,180 
  U.S. Treasury Note, 6.25%, 10/31/2001                 15,000    14,813 
  U.S. Treasury Note, 6.25%, 1/31/2002                  50,000    49,328 
  U.S. Treasury Note, 6.25%, 2/15/2003                  40,000    39,288 
  U.S. Treasury Note, 5.875%, 2/15/2004                 30,000    28,706 
  U.S. Treasury Note, 7.25%, 5/15/2004                 100,000   103,094 
  U.S. Treasury Note, 6.50%, 10/15/2006                205,000   201,477 

TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $650,088)                                     657,918 

SHORT-TERM INVESTMENTS - 2.2%
  Dreyfus U.S. Treasury Money Market Reserves
  (Identified Cost $15,025)                             15,025    15,025 

TOTAL INVESTMENTS - 99.3%
  (Identified Cost $665,113)                                     672,943 

OTHER ASSETS, LESS LIABILITIES - 0.7%                              4,723 

NET ASSETS - 100%                                               $677,666 


</TABLE>



<TABLE>

<CAPTION>





FEDERAL TAX INFORMATION:
<S>                                                                     <C>

At April 30, 1997, the net unrealized appreciation based on identified 
cost for federal income tax purposes of $665,113 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                      $ 8,954 

Aggregate gross unrealized depreciation for all investments    
in which there was an excess of tax cost over value                       (1,124)

UNREALIZED APPRECIATION - NET                                            $ 7,830 
</TABLE>



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

                                                                             4
                                                                        <PAGE>

<TABLE>

<CAPTION>




Statement of Assets and Liabilities (unaudited)

<S>                                                       <C>

APRIL 30, 1997

ASSETS:

Investments, at value (Identified Cost $665,113)(Note 2)  $672,943 
Interest receivable                                          7,309 
Receivable from investment advisor (Note 3)                  7,868 

TOTAL ASSETS                                               688,120 

LIABILITIES:

Accrued Directors' fees (Note 3)                             3,392 
Transfer agent fees payable (Note 3)                            67 
Audit fee payable                                            4,764 
Other payables and accrued expenses                          2,231 

TOTAL LIABILITIES                                           10,454 

NET ASSETS FOR 68,893 SHARES OUTSTANDING                  $677,666 

NET ASSETS CONSIST OF:

Capital stock                                             $    689 
Additional paid-in-capital                                 667,139 
Undistributed net investment income                          3,010 
Accumulated net realized loss on investments                (1,002)
Net unrealized appreciation on investments                   7,830 

TOTAL NET ASSETS                                          $677,666 

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($677,666/68,893 shares)                                  $   9.84 



</TABLE>



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

<TABLE>

<CAPTION>




Statement of Operations (unaudited)


FOR THE SIX MONTHS ENDED APRIL 30, 1997
<S>                                                      <C>
INVESTMENT INCOME:

Interest                                                  $17,542

EXPENSES:

Management fees (Note 3)                                    1,253
Directors' fees (Note 3)                                    3,392
Transfer agent fees (Note 3)                                   67
Audit fee                                                   4,456
Registration and filing fees                                1,545
Miscellaneous                                                 635

Total Expenses                                             11,348

Less Waiver of Expenses (Note 3)                           (9,121)

Net Expenses                                                2,227

NET INVESTMENT INCOME                                      15,315

REALIZED AND UNREALIZED LOSS ON
INVESTMENTS:

Net realized loss on investments (identified cost basis)     (907)
Net change in unrealized appreciation on investments       (8,270)

NET REALIZED AND UNREALIZED LOSS
ON INVESTMENTS                                             (9,177)

NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS                                            $6,138
</TABLE>



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

6
<PAGE>

Statement of Changes in Net Assets (unaudited)

<TABLE>

<CAPTION>



                                         For the Six     For the Ten      For the
                                          Months Ended    Months Ended    Year Ended
                                            4/30/97         10/31/96       12/31/95
INCREASE (DECREASE) IN NET ASSETS:     
<S>                                          <C>             <C>             <C>

OPERATIONS:
                                               
Net investment income                 $      15,315   $      20,840   $    25,818 
Net realized gain (loss) on investments        (907)            289         2,582 
Net change in unrealized appreciation 
(depreciation) on investments                (8,270)        (12,780)       45,414 

Net increase in net assets from operations    6,138           8,349        73,814 

DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                  (21,055)        (12,453)      (25,351)
From net realized gain on investments          (382)         (2,503)           -- 

Total distributions to shareholders         (21,437)        (14,956)      (25,351)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital 
share transactions (Note 5)                  211,671          49,875        (5,951)


Net increase in net assets                   196,372          43,268        42,512 

NET ASSETS:               

Beginning of period                          481,294         438,026       395,514 

END OF PERIOD (including undistributed net 
investment income of $3,010, $8,750 and 
$363, respectively)                    $     677,666   $     481,294   $   438,026 


</TABLE>



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

Financial Highlights (unaudited)

<TABLE>

<CAPTION>






                                                        For the Six
                                                       Months Ended
                                                          4/30/97

<S>                                                    <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD             $       10.10 

Income from investment operations:

   Net investment income                                   0.237 
   Net realized and unrealized gain (loss) on   
   investments                                            (0.112)

Total from investment operations                           0.125 

Less distributions to shareholders:

   From net investment income                             (0.377)
   From net realized gain on investments                  (0.008)

Total distributions to shareholders                       (0.385)

NET ASSET VALUE - END OF PERIOD                     $       9.84 

Total return 1:                                             1.26%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                               0.80%2 
    Net investment income*                                  5.52%2 

Portfolio turnover                                            41%

NET ASSETS - END OF PERIOD (000'S OMITTED)          $         678 

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


Net investment income                               $       0.115 
Ratios (to average net assets):
   Expenses                                                 3.64%2 
   Net investment income                                    2.68%2 

1 Represents aggregate total return for the period indicated.
2 Annualized
3 Effective January 1, 1996, the Fund changed its fiscal year end from December 31 to October 31.




                                                                                    For the Period
                                                                       For the          2/15/94
                                                      For the Ten       Year        (commencement
                                                     Months Ended     Ended        of operations) to
                                                       10/31/96 3     12/31/95        12/31/94
                                                     --------------  ----------  -------------------
<S>                                                  <C>             <C>         <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                $       10.30   $    9.27   $            10.00 

Income from investment operations:

   Net investment income                                      0.445       0.561                0.269 
   Net realized and unrealized gain (loss) on
    investments                                              (0.315)      1.019               (0.738)

Total from investment operations                              0.130       1.580               (0.469)

Less distributions to shareholders:

   From net investment income                                (0.270)     (0.550)              (0.261)
   From net realized gain on investments                     (0.060)          -                    - 

Total distributions to shareholders                          (0.330)     (0.550)              (0.261)

NET ASSET VALUE - END OF PERIOD                        $       10.10   $   10.30   $             9.27 

Total return 1:                                                1.38%      17.33%              (4.69%)

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                0.80%2        0.80%              0.80%2 
    Net investment income*                                   5.55%2        5.38%              5.40%2 

Portfolio turnover                                             5%         35%                   0%

NET ASSETS - END OF PERIOD (000'S OMITTED)             $         481   $     438   $              396 
                                                     
* The investment advisor did not impose its management fee and paid a portion of the Fund's expenses.
 If these expenses had been incurred by the Fund, expenses would have been limited to that allowed
 by state securities law and the net investment income per share and the ratios would have been as
 follows:


Net investment income                                  $       0.309   $   0.384   $            0.184 
Ratios (to average net assets):
   Expenses                                                  2.50%2        2.50%              2.50%2 
   Net investment income                                     3.85%2        3.68%              3.70%2 

1 Represents aggregate total return for the period indicated.
2 Annualized
3 Effective January 1, 1996, the Fund changed its fiscal year end from December 31 to October 31.

</TABLE>



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

8
<PAGE>

Notes to Financial Statements (unaudited)

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

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1997, 940 million shares have been designated in total among 19 series,
  of which 50 million have been designated as Flexible Yield Series II Class N
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

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

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

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

     FEDERAL INCOME TAXES

          The  Fund's  policy is to comply with the provisions of the Internal
  Revenue  Code applicable to regulated investment companies.  The Fund is not
 subject to federal

9
<PAGE>

Notes to Financial Statements (unaudited)

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.

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

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

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

     OTHER

      The preparation of the 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 revenues and expenses
  during the reporting period.  Actual results could differ from those 
  estimates.

3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.45% of the Fund's
  average  daily  net  assets.   The fee amounted to $1,253 for the six months
 ended April 30, 1997.

          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
 personnel of the

10
<PAGE>

Notes to Financial Statements (unaudited)

3.  TRANSACTIONS WITH AFFILIATES (continued)

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.80%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $7,868  for  the  six  months  ended April 30, 1997, 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 $67 for the six months ended April 30,
 1997.
          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 $3,392 for the
 six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES
        Purchases and sales of United States Government securities, other than
  short-term  securities, were $400,572 and $196,262 respectively, for the six
 months ended April 30, 1997.



11
<PAGE>

Notes to Financial Statements (unaudited)


5.     CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>





Transactions in shares of Flexible Yield Series II Class N Common Stock were:
<S>             <C>                <C>

                          For the Six Months   
                            Ended 4/30/97        
                         -------------------            
                    Shares               Amount
                    -------------------  ----------
Sold                       32,430   $ 320,408 
Reinvested                  2,177      21,438 
Repurchased               (13,369)   (130,175)
Total                      21,238   $ 211,671 





Transactions in shares of Flexible Yield Series II Class N Common Stock were:
<S>                 <C>                  <C>        <C>              <C>

                              For the Ten Months              For the Year
                                Ended 10/31/96                  Ended 12/31/95
                               -------------------                                        
                        Shares               Amount     Shares           Amount
                        -------------------  ---------  ---------------  ----------
Sold                             7,361   $ 72,902           17,414   $ 173,234 
Reinvested                       1,460     14,399            2,527      25,352 
Repurchased                     (3,711)   (37,426)         (20,065)   (204,537)
Total                            5,110   $ 49,875             (124)     (5,951)

</TABLE>



The  Advisor  owned  14,381 shares on April 30, 1997, 13,836 shares on October
    31, 1996 and 13,383 shares on December 31, 1995.

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 April 30, 1997.

7.  CHANGE IN FISCAL YEAR END

          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

12
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.
Flexible Yield Series III

Semi-Annual Report
April 30, 1997


<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

      With the end of April comes springtime and little league baseball.  At a
  recent  game,  a young boy was overheard saying you have to think a lot when
  you  play  baseball, but when the balls coming at you, you dont have time to
 think.  This is also a good perspective on investing.

          Investing  requires a great deal of background thought and research,
  because  like  a  sharp ground ball, individual pieces of economic data come
  quickly  and with different hops and spins.  If you try to find deep meaning
  in  any  individual  economic  release, that is, if you try to extrapolate a
  trend  from  a  single  data point, youll find the inputs too frequent to be
  handled  intelligently.  As the young ballplayer put it, you have to think a
  lot,  and  that  thinking  must  be  done in advance, and not in reaction to
  economic  releases.    Otherwise,  you will find yourself changing direction
 constantly, given the variability of individual pieces of data.

      From this perspective, in considering the question which is most crucial
  to bond investors, i.e., whats the direction of inflation, what matters most
  is  that  inflation  overall  continues  to  confirm  the long-term trend of
  moderate pricing pressures.  Sure, there are individual pieces of data which
 can spook the bond market -- strong economic growth, low unemployment, rising
 wage data.  However, it increasingly seems to be the case that for every area
 in which inflation pressures rise, there is an equal and opposite reaction in
  another  area.    For example, recent data supporting lower inflation are as
 follows:

       The Employment Cost Index, which suggests that although wage growth had
  increased  slightly, benefit growth had decelerated.  The combination of the
 two means that overall labor costs have not been accelerating.

         Stable to falling commodity prices, especially crude oil prices which
 have fallen 20% from last winters highs.

      The strengthening of the U.S. dollar relative to other currencies.  This
 makes imports cheaper and puts pressure on U.S. producers to keep prices down
 to stay competitive.

          Thinking  in advance, rather than in reaction to individual economic
  releases,  we  have  formulated  an  overview  that global competition means
  consumers need not accept much in the way of price increases.  No individual
  inflation indicator would confirm or refute this overview, but the net total
 of the evidence should suggest that:

     1)     Consumers are not very accepting of price increases;

        2)     For every increase that does pop up for a given item or sector,
 consumers will demand corresponding decreases in other areas.

         The weight of individual evidence confirms this overview; that is, as
  discussed  above,  for  every inflationary signal there is a disinflationary
 signal.  More importantly, the bottom line


1
<PAGE>

Management Discussion and Analysis (continued)


       is the ultimate confirmation: the Consumer Price Index was up only 2.8%
  year-over-year  through  the  end  of  March,  falling  right  back into the
 consistently moderate groove of the past several years.

       To apply this thinking to bond investing, the important factors are not
 the month-to-month fluctuations in bond prices, but the long-term yields over
  and  above  inflation.    To  the extent that fluctuations push those yields
  higher, while inflation remains steady, the long-term bond investor can turn
  this  into opportunity  -- after all, higher yields over and above inflation
 are literally money in the pockets of bond investors.

          The  reality is that the media and the bond market will overreact to
  short-term  data,  but this is a losers game.  Those who think through their
 approach before the ball is hit to them can play the long-term trend and take
 advantage of attractive inflation-adjusted yields.

      We would once again like to thank you for the opportunity of helping you
 meet your investment goals.  It is a service in which we take great pride.

     Sincerely,

     Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Data for chart to follow:

Effective Maturity - As of 4/30/97

Less than 1 Year - 5%
1 - 2 Years - 4%
2 - 3 Years - 9%
3 - 5 Years - 9%
5 - 7 Years - 17%
7 - 10 Years - 20%
Over 10 Years - 36%

<graphic>
<pie chart>

Portfolio Composition - As of 4/30/97

Data for chart to follow:

U.S. Treasury Securities - 90%
Mortgage Backed Securities - 5%
Cash & Equivalents - 5%

2
<PAGE>
Performance Update as of April 30, 1997 (unaudited)

<graphic>
<line chart>

Data for chart to follow:


<TABLE>

<CAPTION>




<S>       <C>                        <C>

          Manning & Napier           Merrill Lynch Corporate/Government
Date      Flexible Yield Series III  Bond Index
12/20/93                     10,000                              10,000
12/31/93                      9,960                              10,013
06/30/94                      9,349                               9,602
12/31/94                      9,380                               9,686
06/30/95                     10,634                              10,815
12/31/95                     11,451                              11,532
04/30/96                     10,868                              11,191
10/31/96                     11,431                              11,778
04/30/97                     11,493                              11,948
</TABLE>




<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Flexible Yield Series III
<S>                                                      <C>                 <C>            <C>

                                                                             Total Return
Through                                                  Growth of $10,000                  Average
04/30/97                                                 Investment          Cumulative     Annual

One Year                                                 $           10,575          5.75%     5.75%
Inception 2                                              $           11,493         14.93%     4.22%

</TABLE>


<TABLE>

<CAPTION>





Merrill Lynch Corporate/Government Bond Index
<S>                                            <C>                 <C>            <C>

                                                                   Total Return
Through                                        Growth of $10,000                  Average
04/30/97                                       Investment          Cumulative     Annual

One Year                                       $           10,677          6.77%     6.77%
Inception 2                                    $           11,948         19.48%     5.43%
</TABLE>



        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
  Flexible Yield Series III from its inception (12/20/93) to present (4/30/97)
 as compared to the Merrill Lynch Corporate/Government Bond Index. 1

         1 The Merrill Lynch Corporate/Government Bond Index is a market value
  weighted measure of approximately 5,027 corporate and government bonds.  The
  Index  is  comprised  of investment grade securities with maturities greater
  than one year.  The Index returns assume reinvestment of coupons and, unlike
 Fund returns, do not reflect any fees or expenses.

       2 The Fund and Index performance are calculated from December 20, 1993,
  the Fund's inception date.  The Fund's performance is historical and may not
 be indicative of future results.
3
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>




<S>                                                 <C>         <C>

                                                       PRINCIPAL     VALUE
                                                         AMOUNT     (NOTE 2)
U.S. TREASURY SECURITIES -  90.25%

U.S. TREASURY BONDS -  31.09%
  U.S. Treasury Bond, 5.625%, 2/15/2006              $  100,000  $   92,594 
  U.S. Treasury Bond, 7.25%,  8/15/2022                 200,000     204,062 
  U.S. Treasury Bond, 6.875%,  8/15/2025                155,000     152,045 

  TOTAL U.S. TREASURY BONDS
  (Identified Cost $431,835)                                        448,701 
                                                                -----------

U.S. TREASURY NOTES -  54.18%
  U.S. Treasury Note, 5.00%, 1/31/1998                   50,000      49,672 
  U.S. Treasury Note, 5.875%, 4/30/1998                  20,000      19,975 
  U.S. Treasury Note, 5.125%, 11/30/1998                 60,000      59,044 
  U.S. Treasury Note, 6.375%, 7/15/1999                  15,000      15,019 
  U.S. Treasury Note, 5.875%, 11/15/1999                 40,000      39,513 
  U.S. Treasury Note, 7.75%, 11/30/1999                  40,000      41,250 
  U.S. Treasury Note, 5.50%, 4/15/2000                   25,000      24,383 
  U.S. Treasury Note, 6.25%, 8/31/2000                   60,000      59,606 
  U.S. Treasury Note, 6.25%, 4/30/2001                   25,000      24,750 
  U.S. Treasury Note, 7.50%, 11/15/2001                  35,000      36,247 
  U.S. Treasury Note, 6.375%, 8/15/2002                  50,000      49,547 
  U.S. Treasury Note, 5.75%, 8/15/2003                   40,000      38,162 
  U.S. Treasury Note, 5.875%, 2/15/2004                 150,000     143,531 
  U.S. Treasury Note, 6.50%, 8/15/2005                   75,000      73,852 
  U.S. Treasury Note, 6.50%, 10/15/2006                  60,000      58,969 
  U.S. Treasury Note, 6.25%, 2/15/2007                   50,000      48,344 

  TOTAL U.S. TREASURY NOTES
  (Identified Cost $781,229)                                        781,864 
                                                                 -----------

U.S. TREASURY STRIPPED SECURITIES-  4.98%
  Interest Stripped - Principal Payment, 5/15/2014       98,000      29,557 
  Interest Stripped - Principal Payment, 8/15/2014      143,000      42,365 

  TOTAL U.S. TREASURY STRIPPED SECURITIES
  Identified Cost $80,351)                                          71,922 
                                                                 -----------

TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $1,293,415)                                    1,302,487 
                                                                 -----------
</TABLE>



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

4
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>





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

U.S. GOVERNMENT AGENCIES -  4.48%
MORTGAGE BACKED SECURITIES
 GNMA, Pool #224199, 9.50%, 7/15/2018          $       15,817  $   17,019 
 GNMA, Pool #299164, 9.00%, 12/15/2020                 15,195      15,946 
 GNMA, Pool #376345, 6.50%, 12/15/2023                 33,673      31,674 

TOTAL U.S. GOVERNMENT AGENCIES
 (Identified Cost $61,352)                                         64,639 
                                                              -----------

SHORT-TERM INVESTMENTS -  4.34%
 Dreyfus U.S. Treasury Money Market Reserves
 (Identified Cost $62,541)                             62,541      62,541 

TOTAL INVESTMENTS -  99.07%
 (Identified Cost $1,417,308)                                   1,429,667 

OTHER ASSETS, LESS LIABILITIES - 0.93%                              13,475 

NET ASSETS - 100%                                               $1,443,142 

</TABLE>



<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                      <C>

At April 30, 1997, the net unrealized appreciation based on identified cost for federal
income tax purposes of $1,417,308 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                                      $ 30,996 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                                       (18,637)

UNREALIZED APPRECIATION - NET                                                            $ 12,359 

</TABLE>



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

Statement of Assets and Liabilities (unaudtied)

<TABLE>

<CAPTION>




APRIL 30, 1997
<S>                                                         <C>

ASSETS:

Investments, at value (Identified Cost $1,417,308)(Note 2)  $1,429,667 
Cash                                                               555 
Interest receivable                                             18,065 
Receivable from investment advisor (Note 3)                      5,205 

TOTAL ASSETS                                                 1,453,492 


LIABILITIES:

Accrued Directors' fees (Note 3)                                 3,392 
Audit fee payable                                                4,764 
Transfer agent Fees                                                147 
Payable for fund shares redeemed                                     9 
Other payables and accrued expenses                              2,038 

TOTAL LIABILITIES                                               10,350 

NET ASSETS FOR 147,725 SHARES OUTSTANDING                   $1,443,142 


NET ASSETS CONSIST OF:

Capital stock                                               $    1,477 
Additional paid-in-capital                                   1,420,321 
Undistributed net investment income                             10,072 
Accumulated net realized loss on investments                    (1,087)
Net unrealized appreciation on investments                      12,359 

TOTAL NET ASSETS                                            $1,443,142 

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
($1,443,142/147,725 shares)                                 $     9.77 
</TABLE>



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

6
<PAGE>

Statement of Operations (unaudited)

<TABLE>

<CAPTION>




<S>                                                       <C>

FOR THE SIX MONTHS ENDED APRIL 30, 1997

INVESTMENT INCOME:

Interest                                                  $ 41,090 

EXPENSES:

Management fees (Note 3)                                     3,065 
Directors' fees (Note 3)                                     3,392 
Transfer agent fees (Note 3)                                   147 
Audit fee                                                    4,190 
Custodian fees                                                 248 
Miscellaneous                                                2,439 

Total Expenses                                              13,481 

Less Waiver of Expenses (Note 3)                            (8,270)

Net Expenses                                                 5,211 

NET INVESTMENT INCOME                                       35,879 


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)      (822)
Net change in unrealized appreciation on investments       (25,524)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                          (26,346)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $  9,533 

</TABLE>


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

7
<PAGE>

Statement of Changes in Net Assets (unaudited)

<TABLE>

<CAPTION>





                                                         For the Six     For the Ten      For the
                                                         Months Ended    Months Ended    Year Ended
                                                           4/30/97         10/31/96       12/31/95
<S>                                                     <C>             <C>             <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $      35,879   $      53,298   $    58,364 
Net realized gain (loss) on investments                          (822)          4,772          (132)
Net change in unrealized appreciation on investments          (25,524)        (60,560)      128,849 

Net increase (decrease) in net assets from operations           9,533          (2,490)      187,081 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                    (42,765)        (36,728)      (57,528)
From net realized gain on investments                          (4,865)             --            -- 

Total distributions to shareholders                           (47,630)        (36,728)      (57,528)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase (decrease) in net assets from capital
share transactions (Note 5)                                   383,375         (22,142)      282,134 

Net increase (decrease) in net assets                         345,278         (61,360)      411,687 

NET ASSETS:

Beginning of period                                         1,097,864       1,159,224       747,537 

END OF PERIOD (including undistributed net investment
   income of $10,072, $16,958 and $388, respectively)   $   1,443,142   $   1,097,864   $ 1,159,224 



</TABLE>



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

8
<PAGE>

Financial Highlights (unaudited)

<TABLE>

<CAPTION>






                                                                                                         For the Period
                                                      For the       For the      For the     For the        12/20/93
                                                     Six Months    Ten Months      Year        Year      (commencement
                                                       Ended         Ended        Ended       Ended      of operations)
                                                      4/30/97      10/31/96 3    12/31/95    12/31/94     to 12/31/93
<S>                                                 <C>           <C>           <C>         <C>         <C>

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

NET ASSET VALUE - BEGINNING OF PERIOD               $     10.13   $     10.51   $    9.11   $    9.95   $         10.00 

Income from investment operations:
   Net investment income                                  0.282         0.497       0.582       0.262             0.010 
   Net realized and unrealized gain (loss)
      on investments                                     (0.227)       (0.532)      1.393      (0.841)           (0.050)
Total from investment operations                          0.055        (0.035)      1.975      (0.579)           (0.040)

Less distributions to shareholders:
   From net investment income                            (0.370)       (0.345)     (0.575)     (0.261)           (0.010)
   From net gain on investments                          (0.045)           --          --          --                -- 

Total distributions to shareholders                      (0.415)       (0.345)     (0.575)     (0.261)           (0.010)

NET ASSET VALUE - END OF PERIOD                     $      9.77   $     10.13   $   10.51   $    9.11   $          9.95 

Total return 1:                                            0.54%       (0.18%)      22.09%     (5.83%)           (0.40%)

Ratios (to average net assets)/Supplemental Data:
   Expenses*                                             0.85%2        0.85%2        0.85%       0.85%           0.85%2 
   Net investment income*                                5.85%2        5.98%2        6.13%       6.22%           3.85%2 

Portfolio turnover                                           18%            5%          6%          1%                0%

NET ASSETS - END OF PERIOD (000'S OMITTED)          $     1,443   $     1,098   $   1,159   $     748   $            75 


</TABLE>




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

<TABLE>

<CAPTION>





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

Net investment income                                       $ 0.217  $ 0.360  $0.429   $0.192  $0.010
Ratios(to average net assets):
     Expenses                                               2.20%2   2.50%2    2.46%    2.50%   2.50%2
     Net investment income                                  4.50%2   4.33%2    4.52%    4.57%   2.20%2

</TABLE>
1 Represents aggregate total return for the period indicated.
2 Annualized.
3 Effective January 1, 1996, the Fund changed its fiscal year end from 
December 31 to October 31.





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



Notes to Financial Statements (unaudited)

1.     ORGANIZATION

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

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1997, 940 million shares have been designated in total among 19 series,
 of which 50 million have been designated as Flexible Yield Series III Class O
 Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

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

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

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

     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

10
<PAGE>


Notes to Financial Statements (unaudited)

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

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

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

      OTHER

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

3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed daily and payable monthly, at an annual rate of 0.50% of the Fund's
  average  daily  net  assets.   The fee amounted to $3,065 for the six months
 ended April 30, 1997.

11
<PAGE>

Notes to Financial Statements (unaudited)


3. TRANSACTIONS WITH AFFILIATES (CONTINUED)

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  0.85%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $5,205  for  the  six  months  ended April 30, 1997, 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 $147 for the six months ended April 30,
 1997.

          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 $3,392 for the
 six months ended April 30,1997.

4.     PURCHASES AND SALES OF SECURITIES

        Purchases and sales of United States Government securities, other than
  short-term securities, were $529,850 and $203,163, respectively, for the six
 months ended April 30, 1997.


12
<PAGE>

Notes to Financial Statements (unaudited)

<TABLE>

<CAPTION>




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

                                  For the Six Months   
                                  Ended 4/30/97        
                                 -------------------           
                             Shares               Amount
                           -------------------  ---------
Sold                                    45,066   $439,745 
Reinvested                               4,030     39,662 
Repurchased                             (9,798)   (96,032)
Total                                   39,298   $383,375 



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

                 For the Ten Months               For the Year
                 Ended 10/31/96                   Ended 12/31/95
                 -------------------                                        
                Shares               Amount      Shares           Amount
              -------------------  ----------  ---------------  ---------
Sold                     6,096   $  60,715           23,843   $236,968 
Reinvested               3,073      30,104            4,597     46,488 
Repurchased            (11,073)   (112,961)            (129)    (1,322)
Total                   (1,904)  $ (22,142)          28,311   $282,134 

</TABLE>
The Advisor owned 11,241 shares on April 30, 1997, 10,782 shares on October 
31, 1996 and 10,412 shares on December 31, 1995.





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 
April 30, 1997.

7.  CHANGE IN FISCAL YEAR END

    Effective January 1, 1996, the Fund changed its fiscal year end from
    December 31 to October 31.

                                      13

    
    
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Tax Managed Series

Semi-Annual Report
April 30, 1997

<PAGE>



Management Discussion and Analysis

     Dear Shareholders:

          During  the  past six months, the stock market has been experiencing
significant  volatility  often  associated with the late stages of an economic
cycle.    By  February,  the Dow Jones Industrial average had reached the 7000
mark,  and  by  mid-March  it  reached  an  all  time high.  Less than a month
following  this  record, it had given up nearly half of the gains seen for the
year  by  plunging 9.8%.  By the end of April, the Dow was back above the 7000
mark again. Much of the volatility was both in anticipation of and in response
to  the  Federal Reserves quarter point raise in the Fed Funds rate in March. 
According  to statements made by Federal Reserve Chairman Alan Greenspan, this
move  was prompted by the high level of speculation apparent in the U.S. stock
market.  After this turbulence, the level of speculation and valuations in the
U.S. stock market remain extremely high.

        As always, the Tax Managed Series draws upon the investment strategies
and  disciplines of the Funds Advisor, while seeking to minimize the impact of
taxes  on  the  portfolio.    While  the  Series  continues to strive for this
objective  with  a  buy  and  hold strategy designed to minimize the amount of
realized  gains  over the short-term, given the type of market conditions that
we  have  been experiencing, it is also especially important to make selective
adjustments  to the investments as the risk of the environment changes.  Thus,
the  portfolio has been able to take advantage of the good values presented by
the  markets  volatility.    In  addition,  opportunities  abroad  have become
especially  attractive  compared to the generally overvalued domestic stocks. 
We  have  seized  this opportunity and increased the international exposure in
the  portfolio.    The Advisor has also taken steps to offset capital gains by
realizing  losses  when  prudent.    As  has  been  the  case since the Series
inception,  we  have  managed  to  dampen  the impact of taxes by avoiding the
payment of any dividends.
        We are nearing the seventh year of an economic expansion and the tenth
year  of a bull market run.  It is reasonable to expect that this rapid growth
cannot  continue  forever.  Over  the  next  several  months,  the Series will
continue  to  be  invested in what the Advisor believes to be sound, long-term
investments  at good values, while special attention is paid to minimizing the
impact  of  taxes.  The long-term investment time horizon should serve to ride
out the continued volatility the market may experience over the short term.

         We would once again like to thank you for the opportunity to help you
meet your investment goals.  It is a service in which we take great pride.
     Sincerely,

     Manning & Napier Advisors, Inc.

1
<PAGE>


Portfolio Composition - As of April 30, 1997 (unaudited)

<graphic>
<pie chart>

Data for chart to follow:

<TABLE>

<CAPTION>




<S>                               <C>

Air Transportation                 4%
Chemical & Allied Products         6%
Health Services                    4%
Paper Mills                        5%
Technical Instruments & Supplies   7%
Restaruants                        6%
Retail                            26%
Software                          10%
Semiconductors                     6%
Telecommunications                 8%
Cash & Equivalents                 4%
Miscellaneous*                    14%


*Miscellaneous includes:
Apparel
Consumer Products - Misc.
Diamonds
Glass Products
Primary Metal Industries
Printing & Publishing
Utilities - Electric


</TABLE>


2

<PAGE>

Performance Update as of April 30, 1997 (unaudited)


<graphic>
<line chart>

Data for line chart to follow:


<TABLE>

<CAPTION>




<C>       <S>                                  <C>

          Manning & Napier Tax Managed Series  Standard & Poor's 500 Total Return Index
11/01/95  10,000                                                                10,000
01/31/96  10,100                                                                11,001
04/30/96  10,980                                                                11,376
07/31/96  10770                                                                 11,196
10/31/96  11,630                                                                12,408
01/31/97  12,990                                                                13,898
04/30/97  13,170                                                                14,233
</TABLE>



<TABLE>

<CAPTION>





Manning & Napier Fund, Inc. - Tax Managed Series
<S>                                               <C>                 <C>            <C>

                                                                      Total Return
Through                                           Growth of $10,000                  Average
04/30/97                                          Investment          Cumulative     Annual

One Year                                          $           11,995         19.95%    19.95%
Inception 2                                       $           13,170         31.70%    20.17%

</TABLE>



<TABLE>

<CAPTION>





Standard & Poor's (S&P) 500 Total Return
<S>                                       <C>                 <C>            <C>

                                                              Total Return
Through                                   Growth of $10,000                  Average
04/30/97                                  Investment          Cumulative     Annual

One Year                                  $           12,513         25.13%    25.13%
Inception 2                               $           14,233         42.33%    26.56%


</TABLE>



        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
  Tax  Managed  Series  from  its  inception (11/1/95) to present (4/30/97) as
 compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

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

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

3
<PAGE>


Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>





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

COMMON STOCK -  96.10%
AIR TRANSPORTATION -  3.61%
  Federal Express Corp.*                    200  $ 10,775 

APPAREL -  2.42%
  VF Corp.                                  100     7,213 

CHEMICAL & ALLIED PRODUCTS -  5.83%
  Colgate-Palmolive Co.                     100    11,100 
  Procter & Gamble Co.                       50     6,287 
                                                   17,387 

CONSUMER PRODUCTS - MISCELLANEOUS -  2.70%
  Unilever Plc - ADR (Note 7)                75     8,044 

DIAMONDS -  2.41%.
  De Beers Centenary AG - ADR (Note 7)      200     7,197 


GLASS PRODUCTS -  1.30 %
  Libbey, Inc.                              125     3,875 

HEALTH SERVICES -  4.41%
  MedPartners, Inc.*                        602    10,986 
  U. S. Physical Therapy, Inc.*             225     2,166 
                                                   13,152 

PAPER MILLS -  5.45%
  Fort Howard Corp.*                        175     6,027 
  Kimberly-Clark Corp.                      200    10,250 
                                                   16,277 

PRIMARY METAL INDUSTRIES -  1.64%
  Gibraltar Steel Corp.*                    200     4,900 

PRINTING & PUBLISHING -  1.40%
  Playboy Enterprises, Inc. - Class B*      300     4,163 

RESTAURANTS -  5.95%
  McDonald's Corp.                          275    14,747 
  Morton's Restaurant Group, Inc.*          200     3,025 
                                                   17,772 

</TABLE>



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

4
<PAGE>


Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>



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


RETAIL -  25.67%
  RETAIL - APPAREL -  3.62%
  Nordstrom, Inc.                                 275  $ 10,794 

  RETAIL - SPECIALTY STORES -  17.12%
  Fingerhut Companies, Inc.                       500     7,437 
  Home Depot, Inc.                                275    15,950 
  Ikon Office Solutions, Inc.                     350     9,406 
  Tandy Corp.                                     200    10,475 
  Toys R Us                                       275     7,838 
                                                         51,106 

  RETAIL - WHOLESALE -  4.93%
  Coleman Company, Inc.*                          950    14,725 
                                                         76,625 

SEMICONDUCTORS -  5.81%
  Altera Corp.*                                   350    17,347 

SOFTWARE -  10.26%
  Broderbund Software, Inc.*                      350     6,562 
  Maxis, Inc.*                                    850     5,844 
  Oracle Corp.*                                   350    13,912 
  Symantec Corp.*                                 300     4,313 
                                                         30,631 

TECHNICAL INSTRUMENTS & SUPPLIES - 7.36%
  Eastman Kodak Co.                               150    12,525 
  Millipore Corp.                                 250     9,437 
                                                         21,962 

TELECOMMUNICATIONS -  8.30%
  EQUIPMENT -  2.40%
  Motorola, Inc.                                  125     7,156 

  SERVICE -  5.90%
  Compania Anonima Nacional Telefonos de
    Venezuela - ADR* (Note 7)                     300     9,000 
  Telecomunicacoes Brasileiras - ADR (Note 7)      75     8,606 
                                                         17,606 
                                                         24,762 

</TABLE>



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

5
<PAGE>


Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>





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


UTILITIES-ELECTRIC -  1.58%
  Enersis S.A.- ADR (Note 7)                       150  $  4,725 

TOTAL COMMON STOCK
  (Identified Cost  $241,716)                            286,807 
                                                       ---------

SHORT-TERM INVESTMENTS -  4.40%
  Dreyfus U.S. Treasury Money Market Reserves
  (Identified Cost  $13,128)                    13,128    13,128 
                                                       ---------

TOTAL INVESTMENTS -  100.50%
  (Identified Cost  $254,844)                            299,935 

OTHER ASSETS, LESS LIABILITIES -  (0.50)%                 (1,485)
                                                       ---------

NET ASSETS - 100%                                       $298,450 
                                                       =========


</TABLE>




*Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                              <C>

At April 30, 1997, the net unrealized appreciation based on identified cost for
federal income tax purposes of $254,844 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                              $48,254 

Aggregate gross unrealized depreciation for all investments in
which there was an excess of tax cost value                                       (3,163)

UNREALIZED APPRECIATION - NET                                                    $45,091 


</TABLE>



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

6
<PAGE>

Statement of Assets and Liabilities (unaudited)

<TABLE>

<CAPTION>






<S>                                                       <C>

APRIL 30, 1997

ASSETS:

Investments, at value (Identified Cost $254,844)(Note 2)  $299,935
Dividends receivable                                           495
Receivable from investment advisor (Note 3)                  9,862

TOTAL ASSETS                                               310,292

LIABILITIES:

Accrued Directors' fees (Note 3)                             3,392
Transfer agent fees payable (Note 3)                            31
Audit fee payable                                            4,016
Custodian fee payable                                        1,227
Other payables and accrued expenses                          3,176

TOTAL LIABILITIES                                           11,842

NET ASSETS FOR 22,657 SHARES OUTSTANDING                  $298,450

NET ASSETS CONSIST OF:

Capital stock                                             $    227
Additional paid-in-capital                                 236,454
Undistributed net investment income                            214
Accumulated net realized gain on investments                16,464
Net unrealized appreciation on investments                  45,091

TOTAL NET ASSETS                                          $298,450

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($298,450/22,657 shares)                                  $  13.17

</TABLE>



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

7
<PAGE>

Statement of Operations (unaudited)

<TABLE>

<CAPTION>






FOR THE SIX MONTHS ENDED APRIL 30, 1997
<S>                                                        <C>

INVESTMENT INCOME:

Dividends                                                  $  1,369 
Interest                                                        417 

Total Investment Income                                       1,786 

EXPENSES:

Management fees (Note 3)                                      1,310 
Directors' fees (Note 3)                                      3,392 
Transfer agent fees (Note 3)                                     31 
Audit fee                                                     3,967 
Custodian fee                                                 1,344 
Miscellaneous                                                 2,700 

Total Expenses                                               12,744 

Less Waiver of Expenses (Note 3)                            (11,172)

Net Expenses                                                  1,572 

NET INVESTMENT INCOME                                           214 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments (indentified cost basis)    16,709 
Net change in unrealized appreciation on investments         13,940 

NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS                                                  30,649 

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS                                                 $ 30,863 

</TABLE>



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

8
<PAGE>

Statement of Changes in Net Assets (unaudited)

<TABLE>

<CAPTION>




                                                                For the Six    For the Year
                                                               Months Ended       Ended
                                                                  4/30/97        10/31/96
                                                               -------------  --------------
<S>                                                            <C>            <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income (loss)                                   $         214  $        (390)
Net realized gain (loss) on investments                               16,709           (245)
Net change in unrealized appreciation on investments                  13,940         31,151 

Net increase in net assets from operations                            30,863         30,516 

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share transactions
   (Note 5)                                                           43,207        193,864 

Net increase in net assets                                            74,070        224,380 

NET ASSETS:

Beginning of period                                                  224,380              - 

END OF PERIOD (including undistributed net investment income
of $214 and $0, respectively)                                  $     298,450  $     224,380 


</TABLE>



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

9
<PAGE>


Financial Highlights (unaudited)

<TABLE>

<CAPTION>






<PAGE>
                                                             For the Six     For the Year
                                                             Months Ended       Ended
                                                               4/30/97         10/31/96
                                                            --------------  --------------
<S>                                                         <C>             <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                      $       11.63   $       10.00 

Income from investment operations:
   Net investment income (loss)                                     0.009          (0.020)
   Net realized and unrealized gain (loss) on investments           1.531           1.650 

Total from investment operations                                    1.540           1.630 

NET ASSET VALUE - END OF PERIOD                             $       13.17   $       11.63 

Total return 1:                                                     13.24%          16.30%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                      1.20%2            1.20%
    Net investment income (loss)*                                  0.16%2          (0.21%)

Portfolio turnover                                                     51%             78%

Average commission rate paid                                $      0.0641   $      0.0757 

NET ASSETS - END OF PERIOD (000'S OMITTED)                  $         298   $         224 

</TABLE>



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

<TABLE>

<CAPTION>




<S>                                                             <C>        <C>

Net investment income (loss)                                     ($0.415)  ($0.144)

Ratios (to average net assets):
   Expenses                                                       8.73%2      2.50%
   Net investment income (loss)                                 (7.37%)2    (1.51%)

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 (unaudited)

1.     ORGANIZATION

          Tax  Managed  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.

         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 April
  30,  1997, 940 million shares have been designated in total among 19 series,
 of which 50 million have been designated as Tax Managed Series Class H Common
 Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

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

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

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

11
<PAGE>

Notes to Financial Statements (unaudited)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES

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

At  April  30,  1997, the Fund, for federal income tax purposes, had a capital
   loss carryforward of $245 which will expire on October 31, 2004.

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

OTHER

The  preparation  of  the  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 revenues and expenses
        during  the  reporting period.  Actual results could differ from those
    estimates.

12
<PAGE>

Notes to Financial Statements (unaudited)


3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.   The fee amounted to $1,310 for the six months
 ended April 30, 1997.
          Under  the  Fund's  Investment Advisory Agreement (the "Agreement"),
  personnel  of the Advisor provide the Fund with advice and assistance in the
  choice  of  investments  and  the  execution of securities transactions, and
  otherwise  maintain  the Fund's organization.  The Advisor also provides the
  Fund  with  necessary  office space and portfolio accounting and bookkeeping
  services.  The salaries of all officers of the Fund and of all Directors who
  are "affiliated persons" of the Fund or of the Advisor, and all personnel of
  the  Fund  or  of  the  Advisor  performing  services  relating to research,
 statistical and investment activities are paid by the Advisor.

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.2%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $9,862  for  the  six  months  ended April 30, 1997, 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 $31 for the six months ended April 30,
 1997.

          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 $3,392 for the
 six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES

     Purchases and sales of securities, other than short-term securities, were
 $167,625 and $130,241, respectively, for the six months ended April 30, 1997.

13
<PAGE>

Notes to Financial Statements (unaudited)

5.     CAPITAL STOCK TRANSACTIONS

<TABLE>

<CAPTION>




Transactions in shares of  Tax Managed Series Class H Common Stock were:
                   For the Six Months              For the Year
                      Ended 4/30/97               Ended 10/31/96
                  -------------------            ---------------
<S>                  <C>          <C>               <C>        <C>
              
              Shares               Amount    Shares            Amount
            -------------------  --------  -------------      ----------
Sold                  3,449        $44,338           23,344     $235,926
Repurchased             (92)        (1,131)          (4,044)     (42,062)
Total                 3,357        $43,207           19,300      193,864

</TABLE>

Transactions in shares of  Tax Managed Series Class H Common Stock were:

The Advisor owned 12,500 shares on April 30, 1997 and October 31, 1996.

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 April 30, 1997.

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  domestic  companies  and  the  United  States
 government.  These risks include revaluation of currencies and future adverse
  political  and  economic  developments.    Moreover,  securities  of foreign
  companies  and  foreign governments may be less liquid and their prices more
  volatile  than  those of securities of comparable domestic companies and the
 United States government.
14
<PAGE>
<PAGE>

MANNING & NAPIER FUND, INC.


DEFENSIVE SERIES

Semi-Annual Report
April 30, 1997

<PAGE>

Management Discussion and Analysis


     Dear Shareholders:

      In our last annual report, we discussed the late cycle volatility we had
been  experiencing  in  the  market.  This report has a similar, but even more
dramatic,  story  to  tell.  By February, the Dow Jones Industrial average had
reached  the  7000  mark,  and by mid-March it reached an all time high.  Less
than  a  month following this record, it had given up nearly half of the gains
seen  for  the  year  by plunging 9.8%.  By the end of April, the Dow was back
above  the  7000  mark  again  with  valuations  no  better  than they were at
mid-March  highs.    The  bond  market has displayed significant volatility as
well,  generally  following  a  downward  trend.   Yields ended this reporting
period  50  basis points higher than where they started, but at one point were
close  to  80  basis points up from their low in the six month period (a basis
point is one-hundredth of a percentage point).

     Much of the volatility was both in anticipation of and in response to the
Federal  Reserves  quarter  point  raise  in  the  Fed  Funds  rate in March. 
According  to statements made by Federal Reserve Chairman Alan Greenspan, this
move  was prompted by the high level of speculation apparent in the U.S. stock
market.    But at the same time, inflation continues to remain in check.  This
is  why  we  find  bonds  to be a compelling investment.  The rise in interest
rates  has  given  us the opportunity to lock in higher long-term bond yields,
while  the  excessive  speculation  and  high  valuation levels warrant a more
conservative  equity  exposure  in  the portfolio.  The gyrations in the stock
market  have  not  yet presented a broad-based buying opportunity, but we have
been  able  to take advantage of the downward swings to increase certain stock
positions  at  good  values.    In  addition, opportunities abroad have become
especially  attractive  compared  to  the  generally overvalued domestic stock
market.    We  have  seized  this  opportunity and increased the international
exposure in the portfolio.

        We are nearing the seventh year of an economic expansion and the tenth
year  of a bull market run.  It is reasonable to expect that this rapid growth
cannot  continue  forever.    In  terms  of equity selection, it is especially
important  to  be  a patient long-term investor.  This is why we are remaining
conservatively  positioned,  while  taking  advantage of a few good values and
international  opportunities.  Of  course, the U.S. stock market may not see a
significant  correction,  but  rather  a  drawn out period of flat-to-mediocre
returns.    Either  possibility  warrants  a  cautious  and choosy outlook for
legitimate  opportunities.  In summary, at this late stage in the economic and
stock  market  cycles,  we continue to focus on efforts to cautiously identify
opportunities as they arise.

1
<PAGE>

Management Discussion and Analysis (continued)


         We would once again like to thank you for the opportunity to help you
meet your investment goals.  It is a service in which we take great pride.

     Sincerely,


     Manning & Napier Advisors, Inc.


<graphic>
<pie chart>

Asset Allocation - As of 4/30/97

Data for chart to follow:

Bonds - 81%
Stocks - 14%
Cash & Equivalents - 5%

2
<PAGE>

Performance Update as of April 30, 1997 (unaudited)

<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>



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

          Manning & Napier Fund, Inc.  Lehman Brothers
          Defensive Series             Intermediate Bond Index  15-85 Blended Index
11/01/95  10,000                                        10,000               10,000
01/31/96  10,287                                        10,326               10,425
04/30/96  10,116                                        10,116               10,301
07/31/96  10,137                                        10,246               10,389
10/31/96  10,494                                        10,581               10,847
01/31/97  10,620                                        10,693               11,140
04/30/97  10,704                                        10,765               11,243

</TABLE>






<TABLE>

<CAPTION>





Manning & Napier Fund, Inc. - Defensive Series
<S>                                             <C>                 <C>            <C>

                                                                    Total Return
Through                                         Growth of $10,000                  Average
04/30/97                                        Investment          Cumulative     Annual

One Year                                        $           10,581          5.81%     5.81%
Inception 2                                     $           10,704          7.04%     4.64%

</TABLE>



<TABLE>

<CAPTION>




Lehman Brothers Intermediate Bond Index
<S>                                      <C>                 <C>            <C>

                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/97                                 Investment          Cumulative     Annual

One Year                                 $           10,641          6.41%     6.41%
Inception 2                              $           10,765          7.65%     5.04%
</TABLE>



<TABLE>

<CAPTION>




15-85 Blended Index
<S>                  <C>                 <C>            <C>

                                         Total Return
Through              Growth of $10,000                  Average
04/30/97             Investment          Cumulative     Annual

One Year             $           10,915          9.15%     9.15%
Inception 2          $           11,243         12.43%     8.13%

</TABLE>



The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Defensive
Series from its inception (11/1/95) to present
(4/30/97) as compared to the Lehman
Brothers Intermediate Bond Index and a
15-85 Blended Index. 1

     1 The Lehman Brothers Intermediate Bond Index is a market value weighted
      measure of approximately 3,651 corporate and government securities.  The
  Index  is  comprised  of investment grade securities with maturities greater
  than  one  year  but  less  than ten years.  The 15-85 Blended  Index is 15%
  Standard  &  Poor's  (S&P)  500  Total  Return Index and 85% Lehman Brothers
  Intermediate  Bond  Index.    The S&P 500 Total Return Index is an unmanaged
  capitalization-weighted  measure  of 500 widely held common stocks listed on
  the  New  York Stock Exchange, American Stock Exchange, and Over-the-Counter
  market.  Both Indices returns assume reinvestment of income and, unlike Fund
 returns, do not reflect any fees or expenses.

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

3
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>





                                                     
                                                            VALUE
                                                  SHARES   (NOTE 2)
<S>                                             <C>     <C>                                                   
COMMON STOCK - 13.89%

AIR TRANSPORTATION - 0.60%
  Federal Express Corp.*                            175  $  9,428 

COMMUNICATIONS - 0.25%
  Groupe AB SA - ADR (Note 7)                        50       362 
  Stet Societa Finanziaria Telefonica S.p.A. -
      ADR (Note 7)                                   75     3,553 
                                                            3,915 

COMPUTERS - 0.04%
  Bell & Howell Co.*                                 25       591 

CONSUMER PRODUCTS - MISCELLANEOUS - 0.68%
  Unilever Plc - ADR (Note 7)                       100    10,725 

DIAMONDS - 0.57%
  De Beers Centenary AG - ADR (Note 7)              250     8,996 

DISTRIBUTION - OFFICE EQUIPMENT - 0.77%
  Unisource Worldwide, Inc.                         825    12,169 

ENGINEERING SERVICES - 0.20%
  Jacobs Engineering Group, Inc.*                   125     3,187 

FABRICATED METAL PRODUCTS - 0.03%
  Keystone International, Inc.                       25       494 

GLASS PRODUCTS - 0.05%
  Libbey, Inc.                                       25       775 

HEALTH SERVICES - 0.72%
  MedPartners, Inc.*                                625    11,406 

HOLDING COMPANIES - 0.01%
  Ek Chor China Motorcycle Co. Ltd. - ADR (Note 7)   25       125 

INDUSTRIAL & COMMERCIAL MACHINERY - 0.43%
  York International, Inc.                          150     6,731 
</TABLE>



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

4
<PAGE>


Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>






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


PRIMARY METAL INDUSTRIES - 0.12%
  American Superconductor Corp.*             25  $    234 
  Gibraltar Steel Corp.*                     25       612 
  Special Metals Corp.*                      25       353 
  Wolverine Tube Inc.*                       25       650 
                                                    1,849 

PRINTING & PUBLISHING - 0.06%
  Playboy Enterprises, Inc. - Class B*       25       347 
  Scholastic Corp.*                          25       625 
                                                      972 

RESTAURANTS - 1.72%
  McDonald's Corp.                          500    26,813 
  Morton's Restaurant Group, Inc.*           25       378 
                                                   27,191 

RETAIL - 2.69%
  RETAIL - CATALOG & MAIL ORDER - 0.62%
  Comcast Corp. - Class A                   625     9,844 

  RETAIL - SPECIALTY STORES - 2.02%
  Fabri-Centers of America - Class A*       200     4,025 
  Fabri-Centers of America - Class B*       175     3,347 
  Fingerhut Companies, Inc.                 700    10,413 
  Hancock Fabrics, Inc.                     300     3,600 
  Tandy Corp.                               200    10,475 
                                                   31,860 

  RETAIL - WHOLESALE - 0.05%
  Coleman Company, Inc.*                     50       775 
                                                   42,479 

SOFTWARE - 0.41%
  Broderbund Software, Inc.*                 25       469 
  Maxis, Inc.*                               25       172 
  Oracle Corp.*                             125     4,969 
  Spectrum Holobyte Inc.*                    25       153 
  Symantec Corp.*                            50       719 
                                                    6,482 
                                                   
</TABLE>



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

5
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>





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


TECHNICAL INSTRUMENTS & SUPPLIES - 2.78%
  OPTICAL SUPPLIES - 0.04%
  Sola International Inc.                                      25  $    625 

  PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 1.85%
  Eastman Kodak Co.                                           350    29,225 

  SURGICAL & MEDICAL INSTRUMENTS - 0.89%
  Allied Healthcare Products, Inc.                             50       344 
  Lunar Corp.*                                                 25       438 
  Nellcor Puritan Bennett, Inc.*                              775    13,175 
                                                                     13,957 
                                                                     43,807 

TELECOMMUNICATIONS - 1.52%
  EQUIPMENT - 0.36%
  Motorola, Inc.                                              100     5,725 

  SERVICE - 1.16%
  Compania Anonima Nacional Telefonos
    de Venezuela - ADR (Note 7)                               325     9,750 
  Telecomunicacoes Brasileiras - ADR (Note 7)                  75     8,606 
                                                                     18,356 
                                                                     24,081 

TRANSPORTATION EQUIPMENT - 0.04%
  Federal Signal Corp.                                         25       609 

UTILITIES-ELECTRIC - 0.20%
  Enersis S.A.- ADR (Note 7)                                  100     3,150 

TOTAL COMMON STOCK
  (Identified Cost $205,400)                                        219,162 
                                                                  ---------

U.S. TREASURY SECURITIES - 81.40%
  U.S. Treasury Bonds - 30.27%
  U.S. Treasury Bond, 6.50%, 5/15/2005         $          350,000   345,078 
  U.S. Treasury Bond, 6.875%, 8/15/2025                   135,000   132,427 
   
  Total U.S. Treasury Bonds
  (Identified Cost $486,448)                                        477,505 
</TABLE>



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

6
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>






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


  U.S. TREASURY NOTES - 51.13%
  U.S. Treasury Note, 6.00%, 8/31/1997    $           20,000  $   20,012 
  U.S. Treasury Note, 6.00%, 8/15/1999               420,000     416,719 
  U.S. Treasury Note, 6.125%, 9/30/2000              210,000     207,638 
  U.S. Treasury Note, 6.25%, 2/15/2003               165,000     162,061 
   
  TOTAL U.S. TREASURY NOTES                                      806,430 
  (Identified Cost $817,356)

TOTAL U.S. TREASURY SECURITIES
  (Identified Cost $1,303,804)                                 1,283,935 

SHORT-TERM INVESTMENTS - 1.89%
  U.S. Treasury Bill, 5/29/1997
  (Identified Cost $29,882)                           30,000      29,882 

TOTAL INVESTMENTS - 97.18%
  (Identified Cost $1,539,086)                                 1,532,979 

OTHER ASSETS, LESS LIABILITIES - 2.82%                            44,453 
                                                             -----------

NET ASSETS - 100%                                              $1,577,432 
                                                              ===========


</TABLE>




*Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                      <C>

At April 30, 1997, the net unrealized depreciation based on identified cost for federal
income tax purposes of $1,539,086 was as follows:

Aggregate gross unrealized appreciation for all
investments in which there was an excess of
value over tax cost                                                                      $ 18,689 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of
tax cost over value                                                                       (24,796)

UNREALIZED DEPRECIATION - NET                                                             ($6,107)



</TABLE>

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

7
<PAGE>

Statement of Assets and Liabilities (unaudited)

<TABLE>

<CAPTION>




<S>                                                         <C>

APRIL 30, 1997

ASSETS:

Investments, at value (Identified Cost $1,539,086)(Note 2)  $1,532,979 
Cash                                                            28,987 
Interest receivable                                             21,068 
Receivable from investment advisor (Note 3)                      5,028 
Dividends receivable                                               501 

TOTAL ASSETS                                                 1,588,563 

LIABILITIES:

Accrued Directors' fees (Note 3)                                 3,392 
Transfer agent fees payable (Note 3)                               153 
Audit fee payable                                                4,016 
Custodian fees                                                     196 
Other payables and accrued expenses                              3,374 

TOTAL LIABILITIES                                               11,131 

NET ASSETS FOR 154,078 SHARES OUTSTANDING                   $1,577,432 

NET ASSETS CONSIST OF:

Capital stock                                               $    1,540 
Additional paid-in-capital                                   1,560,883 
Undistributed net investment income                             22,402 
Accumulated net realized loss on investments                    (1,286)
Net unrealized depreciation on investments                      (6,107)

TOTAL NET ASSETS                                            $1,577,432 

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
($1,577,432/154,078 shares)                                 $    10.24 
</TABLE>



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

Statement of Operations (unaudited)

<TABLE>

<CAPTION>





<S>                                                       <C>

FOR THE SIX MONTHS ENDED APRIL 30, 1997

INVESTMENT INCOME:

Interest                                                  $ 34,581 
Dividends                                                      861 

Total Investment Income                                     35,442 

EXPENSES:

Management fees (Note 3)                                     5,100 
Directors' fees (Note 3)                                     3,392 
Transfer agent fees (Note 3)                                   153 
Audit fee                                                    3,967 
Registration and filing fees                                 2,308 
Custodian fee                                                1,131 
Miscellaneous                                                  451 

Total Expenses                                              16,502 

Less Waiver of Expenses (Note 3)                           (10,128)

Net Expenses                                                 6,374 

NET INVESTMENT INCOME                                       29,068 

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)    (1,284)
Net change in unrealized depreciation on investments        (4,971)

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                           (6,255)

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $ 22,813 
</TABLE>



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

9
<PAGE>

Statement of Changes in Net Assets (unaudited)
<TABLE>

<CAPTION>







                                                         For the Six  Months     For the Year
                                                            Ended 4/30/97       Ended 10/31/96
<S>                                                     <C>                    <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $             29,068   $        21,079 
Net realized gain (loss) on investments                               (1,284)            6,509 
Net change in unrealized depreciation on investments                  (4,971)           (1,136)

Net increase in net assets from operations                            22,813            26,452 

DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                           (17,714)          (10,031)
From net realized gain on investments                                 (6,511)               -- 

Total distribution to shareholders                                   (24,225)          (10,031)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                             833,639           728,784 

Net increase in net assets                                           832,227           745,205 

NET ASSETS:

Beginning of period                                                  745,205                 - 

END OF PERIOD (including undistributed net investment
   income of $22,402 and $11,048, respectively)         $          1,577,432   $       745,205 


</TABLE>



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

                       Financial Highlights (unaudited)

<TABLE>

<CAPTION>




                                                       For the Six  Months     For the Year
                                                          Ended 4/30/97       Ended 10/31/96
<S>                                                   <C>                    <C>


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

NET ASSET VALUE - BEGINNING OF PERIOD                 $              10.29   $         10.00 

Income from investment operations:
   Net investment income                                             0.177             0.349 
   Net realized and unrealized gain on investments                   0.026             0.137 

Total from investment operations                                     0.203             0.486 

Less distributions to shareholders:
   From net investment income                                       (0.185)           (0.196)
   From net realized gain on investments                            (0.068)               -- 

Total distribution to shareholders                                  (0.253)           (0.196)

NET ASSET VALUE - END OF PERIOD                       $              10.24   $         10.29 

Total return1:                                                        2.00%             4.94%

Ratios (to average net assets) / Supplemental Data:
    Expenses*                                                       1.00%2              1.00%
    Net investment income*                                          4.56%2              4.26%

Portfolio turnover                                                      21%               30%

Average commission rate paid                          $             0.0514   $        0.0691 

NET ASSETS - END OF PERIOD (000'S OMITTED)            $              1,577   $           745 

</TABLE>




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


<TABLE>

<CAPTION>





<S>                                                            <C>      <C>

Net investment income                                          $ 0.119  $0.226 

Ratios (to average net assets):
   Expenses                                                     2.50%2    2.50%
   Net investment income                                        3.06%2    2.76%


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



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

11
<PAGE>

Notes to Financial Statements (unaudited)

1.     ORGANIZATION

      Defensive 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.

         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 April
  30,  1997, 940 million shares have been designated in total among 19 series,
  of  which 50 million have been designated as Defensive Series Class E Common
 Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

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

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

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

     FEDERAL INCOME TAXES

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

12
<PAGE>

Notes to Financial Statements (unaudited)

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES (continued)

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

     DISTRIBUTION OF INCOME AND GAINS

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

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

     OTHER

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

3.     TRANSACTIONS WITH AFFILIATES

          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 0.8% of the Fund's
  average  daily  net  assets.   The fee amounted to $5,100 for the six months
 ended April 30, 1997.

          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.

13
<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES (continued)

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.0%  of  average  daily  net  assets  each year. 
  Accordingly,  the  Advisor  did  not impose any of its fee and paid expenses
  amounting  to  $5,028  for  the  six  months  ended April 30, 1997, 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 $153 for the six months ended April 30,
 1997.

          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 $3,392 for the
 six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES

          For  the  six  months  ended  April 30, 1997, purchases and sales of
  securities,  other  than  United States Government securities and short-term
  securities, were $167,114 and $17,949, respectively.  Purchases and sales of
 United States Government securities were $879,583 and $228,288, respectively.

<TABLE>

<CAPTION>




5.  CAPITAL STOCK TRANSACTIONS

Transactions in shares of Defensive Series Class E Common Stock were:
                 For the Six Months                 For the Year
                    Ended 4/30/97                  Ended 10/31/96
<S>                <C>            <C>          <C>                   <C>

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

Sold                115,341        $1,174,491           76,159        $766,290
Reinvested            2,394            24,225            1,010          10,030
Repurchased         (36,099)         (365,077)          (4,727)        (47,536)
Total                81,636        $  833,639           72,442        $728,784


The Advisor owned 33,269 shares on April 30, 1997, and 12,747 shares
on October 31, 1996.


</TABLE>



14
<PAGE>

Notes to Financial Statements (unaudited)


6.     FINANCIAL INSTRUMENTS

       The Fund may trade in financial instruments with off-balance sheet risk
  in  the  normal  course  of  its  investing activities to assist in managing
  exposure  to  various  market  risks.    These financial instruments include
  written  options,  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 April 30, 1997.

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  domestic    companies  and  the United States
  government.    These  risks  include revaluation of currencies and potential
 adverse political and economic developments.  Moreover, securities of foreign
  companies  and  foreign governments may be less liquid and their prices more
  volitile  that  those of securities of comparable domestic companies and the
 United States government.

15
<PAGE>
<PAGE>

MANNING & NAPIER FUND, INC.

BLENDED ASSET SERIES I
Semi-Annual Report
April 30, 1997

<PAGE>
Management Discussion and Analysis

     Dear Shareholders:

      In our last annual report, we discussed the late cycle volatility we had
  been  experiencing  in the market.  This report has a similar, but even more
  dramatic,  story to tell.  By February, the Dow Jones Industrial average had
  reached  the  7000 mark, and by mid-March it reached an all time high.  Less
  than a month following this record, it had given up nearly half of the gains
  seen  for  the year by plunging 9.8%.  By the end of April, the Dow was back
  above  the  7000  mark again with valuations no better than they were at mid
  March  highs.  The bond market has displayed significant volatility as well,
  generally following a downward trend.  Yields ended this reporting period 50
  basis  points higher than where they started, but at one point were close to
  80  basis points up from their low in the six month period (a basis point is
 one-hundredth of a percentage point).

     Much of the volatility was both in anticipation of and in response to the
  Federal  Reserves  quarter  point  raise  in  the  Fed Funds rate in March. 
 According to statements made by Federal Reserve Chairman Alan Greenspan, this
 move was prompted by the high level of speculation apparent in the U.S. stock
  market.  But at the same time, inflation continues to remain in check.  This
  is  why  we  find bonds to be a compelling investment.  The rise in interest
  rates  has given us the opportunity to lock in higher long-term bond yields,
  while  the  excessive  speculation  and high valuation levels warrant a more
  conservative  equity  exposure in the portfolio.  The gyrations in the stock
  market  have not yet presented a broad-based buying opportunity, but we have
  been able to take advantage of the downward swings to increase certain stock
  positions  at  good  values.  In  addition, opportunities abroad have become
  especially  attractive  compared  to the generally overvalued domestic stock
  market.    We  have  seized this opportunity and increased the international
 exposure in the portfolio.
        We are nearing the seventh year of an economic expansion and the tenth
 year of a bull market run.  It is reasonable to expect that this rapid growth
  cannot  continue  forever.    In terms of equity selection, it is especially
  important  to  be a patient long-term investor. This is why we are remaining
  conservatively  positioned,  while taking advantage of a few good values and
 international opportunities.  Of course, the U.S.

1
<PAGE>
Management Discussion and Analysis (continued)

     stock market may not see a significant correction, but rather a drawn out
  period  of flat-to-mediocre returns.  Either possibility warrants a cautious
  and  choosy  outlook for legitimate opportunities.  In summary, at this late
  stage  in  the  economic  and  stock  market cycles, we continue to focus on
 efforts to cautiously identify opportunities as they arise.

         We would once again like to thank you for the opportunity to help you
 meet your investment goals.  It is a service in which we take great pride.

     Sincerely,

     Manning & Napier Advisors, Inc.

<graphic>
<pie chart>
Asset Allocation - As of 4/30/97
Data for chart to follow:
Bonds - 50%
Stocks - 33%
Cash & Equivalents - 17%

2
<PAGE>
Performance Update as of April 30, 1997 (unaudited)

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

<CAPTION>




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


          Manning & Napier        Lehman Brothers
Date      Blended Asset Series I  Intermediate Bond Index  30-70 Blended Index

09/15/93                  10,000                    10,000               10,000
12/31/93                  10,092                    10,032               10,081
06/30/94                   9,671                     9,770                9,795
12/31/94                  10,012                     9,838                9,986
06/30/95                  11,578                    10,783               11,256
12/31/95                  12,123                    11,347               12,151
04/30/96                  12,292                    11,213               12,303
10/31/96                  12,806                    11,728               13,040
04/30/97                13,262                      11,931               13,768


<CAPTION>




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

<S>                                                   <C>                 <C>            <C>
                                                                          Total Return
Through                                               Growth of $10,000                  Average
04/30/97                                              Investment          Cumulative     Annual

One Year                                              $           10,789          7.89%     7.89%
Inception 2                                           $           13,262         32.62%     8.09%
</TABLE>


<TABLE>

<CAPTION>




Lehman Brothers Intermediate Bond Index

<S>                                      <C>                 <C>            <C>
                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/97                                 Investment          Cumulative     Annual

One Year                                 $           10,641          6.41%     6.41%
Inception 2                              $           11,931         19.31%     4.99%

</TABLE>



<TABLE>

<CAPTION>



30-70 Blended Index

<S>                  <C>                 <C>            <C>
                                         Total Return
Through              Growth of $10,000                  Average
04/30/97             Investment          Cumulative     Annual

One Year             $           11,191         11.91%    11.91%
Inception 2          $           13,768         37.68%     9.22%

</TABLE>


        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
  Blended  Asset Series I from its inception (9/15/93) to present (4/30/97) as
  compared  to the Lehman Brothers Intermediate Bond Index and a 30-70 Blended
 Index. 1

      1 The Lehman Brothers Intermediate Bond Index is a market value weighted
 measure of approximately 3,651 corporate and government securities. The Index
  is comprised of investment grade securities with maturities greater than one
  year  but  less  than ten years.  The 30-70 Blended  Index is 30% Standard &
 Poor's (S&P) 500 Total Return Index and 70% Lehman Brothers Intermediate Bond
  Index.    The  S&P  500  Total  Return  Index  is  an  unmanaged
  capitalization-weighted  measure  of 500 widely held common stocks listed on
  the  New York Stock Exchange, American Stocks Exchange, and Over-the-Counter
  market. Both Indices' returns assume reinvestment of income and, unlike Fund
 returns, do not reflect any fees or expenses.

          2  Performance  numbers for the Fund and Indices are calculated from
  September  15,  1993,  the Fund's inception date.  The Fund's performance is
 historical and may not be indicative of future results.
3
<PAGE>
Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>





<S>                                                      <C>     <C>
                                                                 VALUE
                                                         SHARES   (NOTE 2)
COMMON STOCK - 33.07%
AIR TRANSPORTATION- 1.50%
     Federal Express Corp.*                               5,500  $296,313 

COMMUNICATIONS- 1.24%
     Groupe AB SA - ADR (Note 7)                          1,350     9,787 
     Stet Societa' Finanziaria Telefonica S.p.A. - ADR
      (Note 7)                                            4,975   235,691 
                                                                  245,478 

COMPUTERS - 0.13%
   Bell & Howell Co.                                        950    22,444 
   Varitronix International Ltd. (Note 7)                 3,000     4,183 
                                                                   26,627 

CONSUMER PRODUCTS- MISCELLANEOUS- 1.58%
     Unilever PLC- Sponsored ADR (Note 7)                 2,900   311,025 

DIAMONDS- 1.53%
     De Beers Centenary AG- ADR (Note 7)                  8,400   302,269 

DISTRIBUTION - OFFICE EQUIPMENT - 1.50%
     Unisource Worldwide, Inc,                           20,100   296,475 

ENGINEERING SERVICES- 0.50%
     Jacobs Engineering Group, Inc.*                      3,900    99,450 

FABRICATED METAL PRODUCTS- 0.09%
     Keystone International, Inc.                           875    17,281 

FOOD & BEVERAGES- 0.03%
     Canandaigua Wine Co., Inc. - Class A*                  250     6,406 

GLASS PRODUCTS- 0.09%
     Libbey, Inc.                                           600    18,600 

HEALTH SERVICES- 1.89%
     MedPartners, Inc.*                                  20,276   370,037 
     U.S. Physical Therapy, Inc.*                           225     2,166 
                                                                  372,203 

HOLDING COMPANIES - 0.01%
     Ek Chor China Motorcycle Co. Ltd. ADR (Note 7)         500     2,500 

</TABLE>



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

4
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>




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

PRIMARY METAL INDUSTRIES- 0.26%
     American Superconductor Corp.*            825  $    7,734 
     Gibraltar Steel Corp.*                    900      22,050 
     Special Metals Corp.*                     575       8,122 
     Wolverine Tube, Inc.*                     500      13,000 
                                                        50,906 

PRINTING & PUBLISHING- 0.35%
     Harte-Hanks Communications                625      17,031 
     Houghton Mifflin Co.                      325      18,241 
     Playboy Enterprises, Inc. - Class A*      225       2,953 
     Playboy Enterprises, Inc. - Class B*      925      12,834 
     Scholastic Corp.*                         700      17,500 
                                                        68,559 

RESTAURANTS- 4.28%
     McDonald's Corp.                       15.475     829,847 
     Morton's Restaurant Group, Inc.*        1,025      15,503 
                                                       845,350 

RETAIL- 6.98%
    RETAIL - CATALOG & MAIL ORDER - 1.31%
    Comcast Corp. - Class A                 16,400     258,300 

    RETAIL - SPECIALTY STORES- 5.57%
    Fabri-Centers of America - Class A*      8,250     166,031 
    Fabri-Centers of America - Class B*      7,250     138,656 
    Fingerhut Companies, Inc.               22,250     330,969 
    Hancock Fabrics, Inc.                   10,525     126,300 
    Tandy Corp.                              6,425     336,509 
                                                     1,098,465 

    RETAIL - WHOLESALE- 0.10%
    Coleman Company, Inc.*                   1,300      20,150 
                                                     1,376,915 

</TABLE>



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

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>




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

SOFTWARE- 1.25%
     Activision, Inc.*                               325  $    3,819 
     Broderbund Software, Inc.*                      550      10,312 
     Electronic Arts, Inc.*                          275       6,634 
     Founder Hong Kong Ltd. (Note 7)               6,000       3,834 
     Maxis, Inc.*                                    800       5,500 
     Oracle Corp.*                                 4,900     194,775 
     Spectrum Holobyte, Inc.*                        800       4,900 
     Symantec Corp.*                               1,175      16,891 
                                                             246,665 

TECHNICAL INSTRUMENTS & SUPPLIES - 5.94%
   
     OPTICAL SUPPLIES - 0.06%
     Sola International, Inc.*                       450      11,250 
    
     PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 4.38%
     Eastman Kodak Co.                            10,350     864,225 

     SURGICAL & MEDICAL INSTRUMENTS- 1.50%
     Allied Healthcare Products, Inc.              1,100       7,563 
     Lunar Corp.*                                    600      10,500 
     Nellcor Puritan Bennett, Inc.*               16,300     277,100 
                                                             295,163 
                                                           1,170,638 

TELECOMMUNICATIONS- 3.83%
     EQUIPMENT- 0.96%
     Motorola, Inc.                                3,300     188,925 

     SERVICES- 2.87%
     Compania Anonima Nacional Telefonos
      De Venezuala -  ADR* (Note 7)                9,300     279,000 
     Telecomunicacoes Brasileiras - ADR (Note 7)   2,500     286,875 
                                                             565,875 
                                                             754,800 

TRANSPORTATION EQUIPMENT- 0.09%
     Federal Signal Corp.                            700      17,062 

TOTAL COMMON STOCK
     (Identified Cost $6,139,441)                          6,525,522 

</TABLE>


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

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>




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

U.S. TREASURY SECURITIES - 48.90%

U.S. TREASURY BONDS - 20.33%
     U.S. Treasury Bond, 7.25%,  5/15/2016             $       45,000  $   45,970 
     U.S. Treasury Bond, 7.25%,  8/15/2022                    555,000     566,275 
     U.S. Treasury Bond, 7.50%,  11/15/2024                 3,225,000   3,400,359 
TOTAL U.S. TREASURY BONDS
     (Identified Cost $4,004,114)                                       4,012,604 

U.S. TREASURY NOTES - 28.57%
     U.S. Treasury Note, 5.125%, 12/31/1998                   595,000     585,146 
     U.S. Treasury Note, 6.875%, 8/31/1999                    450,000     454,781 
     U.S. Treasury Note, 7.75%, 12/31/1999                  1,215,000   1,254,108 
     U.S. Treasury Note, 6.625%,  7/31/2001                 3,335,000   3,342,297 
TOTAL U.S. TREASURY NOTES
     (Identified Cost $5,663,185)                                       5,636,332 

TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $9,667,299)                                       9,648,936 

U.S. GOVERNMENT AGENCIES - 0.65%

     MORTGAGE BACKED SECURITIES
     GNMA POOL #174225, 9.50%, 8/15/2016                        5,245       5,644 
     GNMA POOL #286310, 9.00%, 2/15/2020                       37,604      39,461 
     GNMA POOL #385753, 9.00%, 7/15/2024                       78,521      82,398 

TOTAL U.S. GOVERNMENT AGENCIES
     (Identified Cost $126,534)                                           127,503 

SHORT-TERM INVESTMENTS - 16.24%
     Dreyfus U.S. Treasury Money Market Reserves              104,160     104,160 
     Federal Home Loan Bank Discount Note, 5/15/1997          500,000     498,952 
     U.S. Treasury Note, 5.875%,  4/30/1998                 2,605,000   2,601,744 

TOTAL SHORT-TERM INVESTMENTS
     (Identified Cost $3,208,855)                                       3,204,856 
</TABLE>



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

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>





                                           Value
                                          (Note 2)
<S>                                    <C>


TOTAL INVESTMENTS - 98.86%
     (Identified Cost $19,142,129)      $19,506,817 

OTHER ASSETS, LESS LIABILITIES - 1.14%      225,504 

NET ASSETS - 100%                       $19,732,321 

</TABLE>



*Non-income producing security
<TABLE>

<CAPTION>



FEDERAL TAX INFORMATION:
<S>                                                                              <C>

At April 30, 1997, the net unrealized appreciation based on identified cost for
federal income tax purposes of $19,143,300 was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                              $ 753,349 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                               (389,832)

UNREALIZED APPRECIATION - NET                                                    $ 363,517 
</TABLE>



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

Statement of Assets and Liabilities (unaudited)
<TABLE>

<CAPTION>




APRIL 30, 1997

<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $19,142,129)(Note 2)  $19,506,817
Cash                                                              19,560
Interest receivable                                              224,564
Dividends receivable                                              16,051

TOTAL ASSETS                                                  19,766,992

LIABILITIES:

Accrued management fees (Note 3)                                  18,581
Accrued Directors' fees (Note 3)                                   3,391
Transfer agent fees payable (Note 3)                                 387
Audit fee payable                                                  5,325
Payable for fund shares redeemed                                   3,371
Other payables and accrued expenses                                3,616

TOTAL LIABILITIES                                                 34,671

NET ASSETS FOR 1,773,260 SHARES OUTSTANDING                  $19,732,321

NET ASSETS CONSIST OF:

Capital stock                                                $    17,733
Additional paid-in-capital                                    18,798,209
Undistributed net investment income                              242,993
Accumulated net realized gain on investments                     308,698
Net unrealized appreciation on investments                       364,688

TOTAL NET ASSETS                                             $19,732,321

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($19,732,321/1,773,260 shares)                               $     11.13
</TABLE>



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

9
<PAGE>

Statement of Operations (unaudited)
<TABLE>

<CAPTION>



FOR THE SIX MONTHS ENDED APRIL 30, 1997
<S>                                                       <C>

INVESTMENT INCOME:

Interest                                                  $435,446 
Dividends                                                   27,844 

Total Investment Income                                    463,290 

EXPENSES:

Management fees (Note 3)                                    92,954 
Directors' fees (Note 3)                                     3,392 
Transfer agent fees (Note 3)                                 2,231 
Custodian fee                                                3,223 
Audit fee                                                    6,538 
Miscellaneous                                                6,580 

Total Expenses                                             114,918 

Less Waiver of Expenses (Note 3)                            (3,372)

Net Expenses                                               111,546 

NET INVESTMENT INCOME                                      351,744 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments (identified cost basis)   311,824 
Net change in unrealized appreciation on investments       (23,758)

NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS                                                288,066 

NET INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS                                                $639,810 
</TABLE>



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

10
<PAGE>


Statement of Changes in Net Assets (unaudited)
<TABLE>

<CAPTION>




                                                              For the Six     For the Ten      For the
                                                              Months Ended    Months Ended    Year Ended
                                                                4/30/97         10/31/96       12/31/95
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                          <C>             <C>             <C>

OPERATIONS:

Net investment income                                        $     351,744   $     450,488   $   254,925 
Net realized gain on investments                                   311,824         299,745       608,702 
Net change in unrealized appreciation on investments               (23,758)        105,808       341,625 

Net increase in net assets from operations                         639,810         856,041     1,205,252 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                        (428,408)       (130,831)     (254,925)
In excess of net investment income                                      --              --        (3,886)
From net realized gains                                           (296,105)        (39,818)     (564,923)

Total distributions to shareholders                               (724,513)       (170,649)     (823,734)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share transactions
   (Note 5)                                                      2,023,516       7,589,621     4,617,621 

Net increase in net assets                                       1,938,813       8,275,013     4,999,139 

NET ASSETS:

Beginning of period                                             17,793,508       9,518,495     4,519,356 

END OF PERIOD (including undistributed net investment
   income of $242,993, $319,657 and $0 respectively)         $  19,732,321   $  17,793,508   $ 9,518,495 

</TABLE>


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



Financial Highlights (unaudited)
<TABLE>

<CAPTION>



                                                                                                 For the Period
                                              For the       For the      For the     For the        9/15/93
                                             Six Months    Ten Months      Year        Year      (commencement
                                               Ended         Ended        Ended       Ended      of operations)
                                              4/30/97      10/31/96 3    12/31/95    12/31/94     to 12/31/93
<S>                                         <C>           <C>           <C>         <C>         <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD      $     11.20   $     10.72   $    9.72   $   10.05   $         10.00 

Income from investment operations:
   Net investment income                          0.208         0.293       0.342       0.200             0.045 
   Net realized and unrealized gain (loss)
      on investments                              0.141         0.307       1.698      (0.280)            0.045 

Total from investment operations                  0.349         0.600       2.040      (0.080)            0.090 

Less distributions to shareholders:
   From net investment income                    (0.272)       (0.092)     (0.342)     (0.203)           (0.040)
   In excess of net investment income                 -             -      (0.005)          -                 - 
   From net realized gain on investment          (0.147)       (0.028)     (0.693)     (0.040)                - 
   In excess of net realized gains                    -             -           -      (0.007)                - 

Total distributions to shareholders              (0.419)       (0.120)     (1.040)     (0.250)           (0.040)

NET ASSET VALUE - END OF PERIOD             $     11.13   $     11.20   $   10.72   $    9.72   $         10.05 

Total return1:                                     3.56%         5.64%      21.08%     (0.80%)             0.93%

Ratios (to average net assets) /
Supplemental Data:
    Expenses                                   1.20%2**      1.20%2**     1.20%**      1.20%*           1.20%2* 
    Net investment income                      3.78%2**      3.69%2**     3.64%**      3.40%*           2.47%2* 

Portfolio turnover                                   16%           85%         72%         45%                1%

Average commission rate paid                $    0.0370   $    0.0515   $  0.0689           -                 - 

NET ASSETS - END OF PERIOD
  (000'S OMITTED)                           $    19,732   $    17,794   $   9,518   $   4,519   $           475 
</TABLE>




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

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

<CAPTION>




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

Net investment income                       $ 0.206  $ 0.284  $0.311   $0.124   $0.021
Ratios (to average net assets):
   Expenses                                  1.24%2   1.31%2    1.53%   2.50%    2.50%2
   Net investment income                     3.74%2   3.58%2    3.31%   2.10%    1.17%2

1 Represents aggregate total return for the period indicated.
2 Annualized.
3 Effective January 1, 1996, the Fund changed its fiscal year end from December 31 to October 31.


</TABLE>



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

12
<PAGE>

Notes to Financial Statements (unaudited)

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

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1997, 940 million shares have been designated in total among 19 series,
  of  which  50 million have been designated as Blended Asset Series I Class K
 Common Stock.

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

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

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

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

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

13
<PAGE>

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

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

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

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

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

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

14
<PAGE>

Notes to Financial Statements (unaudited)
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 revenues and expenses during
 the reporting period.  Actual results could differ from those estimates.

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.  The fee amounted to $92,954 for the six months
 ended April 30, 1997.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.20%  of  average  daily  net  assets each year. 
  Accordingly,  the  Advisor  waived  fees  of  $3,372 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 $2,231 for the six months ended April
 30, 1997.

          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 $3,392 for the
 six months ended April 30, 1997.
15
<PAGE>

Notes to Financial Statements (unaudited)


4.     PURCHASES AND SALES OF SECURITIES
          For  the  six  months  ended  April 30, 1997, purchases and sales of
  securities,  other  than  United States Government securities and short-term
  securities,  were  $2,968,100  and  $1,545,512, respectively.  Purchases and
  sales of United States Government securities were $1,886,862 and $1,039,925,
 respectively.

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

<CAPTION>




             For the Six Months                 For the Ten Months                For the Year
                Ended 4/30/97                     Ended 10/31/96                 Ended 12/31/95
<S>          <C>                 <C>             <C>       <C>           <C>              <C>

             Shares               Amount          Shares     Amount        Shares           Amount
             -------------------  ------------    ---------  ------------  ---------------  -----------
Sold                    299,352   $ 3,311,283     940,658   $10,210,779          406,586   $4,437,737 
Reinvested               65,359       713,722      15,624       169,059           75,731      811,707 
Repurchased            (179,904)   (2,001,489)   (255,975)   (2,790,217)         (58,913)    (631,823)
Total                   184,807   $ 2,023,516     700,307   $ 7,589,621          423,404   $4,617,621 

</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 April 30, 1997.

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  domestic  companies  and  the  United  States
 government.  These risks include revaluation of currencies and future adverse
  political  and  economic  developments.    Moreover,  securities  of foreign
  companies  and  foreign governments may be less liquid and their prices more
  volatile  than  those of securities of comparable domestic companies and the
 United States government.

8.  CHANGE IN FISCAL YEAR END

          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

16
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.
BLENDED ASSET SERIES II

Semi-Annual Report
April 30, 1997
<PAGE>
Management Discussion and Analysis

     Dear Shareholders:

      In our last annual report, we discussed the late cycle volatility we had
  been  experiencing  in the market.  This report has a similar, but even more
  dramatic,  story to tell.  By February, the Dow Jones Industrial average had
  reached  the  7000 mark, and by mid-March it reached an all time high.  Less
  than a month following this record, it had given up nearly half of the gains
  seen  for  the year by plunging 9.8%.  By the end of April, the Dow was back
  above  the  7000  mark  again  with  valuations  no better than they were at
  mid-March  highs.    The bond market has displayed significant volatility as
  well,  generally  following  a  downward trend.  Yields ended this reporting
  period 50 basis points higher than where they started, but at one point were
  close  to 80 basis points up from their low in the six month period (a basis
 point is one-hundredth of a percentage point).

     Much of the volatility was both in anticipation of and in response to the
  Federal  Reserves  quarter  point  raise  in  the  Fed Funds rate in March. 
 According to statements made by Federal Reserve Chairman Alan Greenspan, this
 move was prompted by the high level of speculation apparent in the U.S. stock
  market.  But at the same time, inflation continues to remain in check.  This
  is  why  we  find bonds to be a compelling investment.  The rise in interest
  rates  has given us the opportunity to lock in higher long-term bond yields,
  while  the  excessive  speculation  and high valuation levels warrant a more
  conservative  equity  exposure in the portfolio.  The gyrations in the stock
  market  have not yet presented a broad-based buying opportunity, but we have
  been able to take advantage of the downward swings to increase certain stock
  positions  at  good  values.   In addition, opportunities abroad have become
  especially  attractive  compared  to the generally overvalued domestic stock
  market.    We  have  seized this opportunity and increased the international
 exposure in the portfolio.

        We are nearing the seventh year of an economic expansion and the tenth
 year of a bull market run.  It is reasonable to expect that this rapid growth
  cannot  continue  forever.    In terms of equity selection, it is especially
  important to be a patient long-term investor.   This is why we are remaining
  conservatively  positioned,  while taking advantage of a few good values and
 international opportunities.  Of course,


1
<PAGE>
Management Discussion and Analysis (continued)

      the U.S. stock market may not see a significant correction, but rather a
  drawn out period of flat-to-mediocre returns.  Either possibility warrants a
  cautious  and  choosy  outlook for legitimate opportunities.  In summary, at
 this late stage in the economic and stock market cycles, we continue to focus
 on efforts to cautiously identify opportunities as they arise.

         We would once again like to thank you for the opportunity to help you
 meet your investment goals.  It is a service in which we take great pride.

     Sincerely,

     Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Asset Allocation - As of 4/30/97

Data for chart to follow:

Stocks - 53%
Bonds - 44%
Cash & Equivalents - 3%

2
<PAGE>
Performance Update as of April 30, 1997 (unaudited)
<graphic>

<line chart>

Data for chart to follow:
<TABLE>

<CAPTION>




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


          Manning & Napier         Lehman Brothers
Date      Blended Asset Series II  Intermediate Bond Index  50-50 Blended Index
10/12/93                  10,000                   10,000               10,000
12/31/93                   9,982                    9,956               10,056
06/30/94                   9,662                    9,695                9,693
12/31/94                  10,333                    9,764                9,978
06/30/95                  12,621                   10,701               11,550
12/31/95                  13,707                   11,261               12,743
04/30/96                  14,016                   11,127               13,035
10/31/96                  15,078                   11,639               13,978
04/30/97                  16,023                   11,841               15,118
</TABLE>




<TABLE>

<CAPTION>




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

<S>                                                    <C>                 <C>            <C>
                                                                           Total Return
Through                                                Growth of $10,000                  Average
04/30/97                                               Investment          Cumulative     Annual

One Year                                               $           11,432         14.32%    14.32%
Inception 2                                            $           16,023         60.23%    14.19%
</TABLE>


<TABLE>

<CAPTION>



Lehman Brothers Intermediate Bond Index

<S>                                      <C>                 <C>            <C>
                                                             Total Return
Through                                  Growth of $10,000                  Average
04/30/97                                 Investment          Cumulative     Annual

One Year                                 $           10,641          6.41%     6.41%
Inception 2                              $           11,841         18.41%     4.87%

</TABLE>



<TABLE>

<CAPTION>



50-50 Blended Index

<S>                  <C>                 <C>            <C>
                                         Total Return
Through              Growth of $10,000                  Average
04/30/97             Investment          Cumulative     Annual

One Year             $           11,598         15.98%    15.98%
Inception 2          $           15,118         51.18%    12.33%

</TABLE>




        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
 Blended Asset Series II from its inception (10/12/93) to present (4/30/97) as
  compared  to the Lehman Brothers Intermediate Bond Index and a 50-50 Blended
 Index. 1

      1 The Lehman Brothers Intermediate Bond Index is a market value weighted
  measure  of  approximately  3,651  corporate and government securities.  The
  Index  is  comprised  of investment grade securities with maturities greater
  than  one  year  but  less  than  ten years.  The 50-50 Blended Index is 50%
  Standard  &  Poor's  (S&P)  500  Total  Return Index and 50% Lehman Brothers
  Aggregate  Bond  Index.  The  S&P  500  Total  Return  Index is an unmanaged
  capitalization-weighted  measure  of 500 widely held common stocks listed on
  the  New  York Stock Exchange, American Stock Exchange, and Over-the-Counter
  market.  The Lehman Brothers Aggregate Bond Index is a market value weighted
  measure  of  approximately  5,914 corporate, government, and mortgage backed
  securities.    The  Index  is  comprised of investment grade securities with
  maturities greater than one year.  Both Indices' returns assume reinvestment
 of  income and, unlike Fund returns, do not reflect any fees or expenses.

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

3
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>




<S>                                                <C>     <C>

                                                           VALUE
                                                   SHARES   (NOTE 2)
COMMON STOCK - 52.80%

AIR TRANSPORTATION - 1.44%
     Federal Express Corp.*                        10,900  $587,238 

APPAREL - 1.50%
     VF Corp.                                       8,500   613,063 

BROADCAST SERVICES - 0.07%
     Groupe AB - ADR (Note 7)                       3,850    27,913 

CHEMICALS & ALLIED PRODUCTS - 0.22%
     International Specialty Products, Inc.*        7,025    91,325 

COMMUNICATIONS - 1.34%
     Stet Societa Finanziaria Telefonica S.P.A -
        ADR (Note 7)                               11,525   545,997 

COMPUTER EQUIPMENT - 0.18%
     Bell & Howell Company, Inc.*                   2,550    60,244 
     Varitronix International Ltd. (Note 7)         8,000    11,153 
                                                             71,397 

CONSUMER PRODUCTS - MISCELLANEOUS - 2.03%
     Unilever Plc - ADR (Note 7)                    7,700   825,825 

CRUDE PETROLEUM & NATURAL GAS - 1.33%
     YPF Sociedad Anonima - ADR (Note 7)           19,550   540,069 

DIAMONDS - 1.92%
     De Beers Centenary AG - ADR (Note 7)          21,700   780,861 

DISTRIBUTION - WHOLESALE - 1.59%
     Unisource Worldwide, Inc.                     43,875   647,156 

ENGINEERING SERVICES - 0.48%
     Jacobs Engineering Group, Inc.*                7,675   195,713 

FABRICATED METAL PRODUCTS - 0.12%
     Keystone International, Inc.                   2,475    48,881 

FOOD & BEVERAGES - 0.06%
     Canandaigua Wine Company, Inc. - Class A*        875    22,422 

</TABLE>



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

4
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>




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

GLASS PRODUCTS - 0.12%
     Libbey, Inc.                            1,625  $   50,375 

HEALTH SERVICES - 2.51%
     MedPartners, Inc.*                     55,700   1,016,525 
     U.S. Physical Therapy, Inc.*              750       7,219 
                                                     1,023,744 

HOLDING COMPANIES - 0.02%
     Ek Chor China Motorcycle Co. Ltd.
       ADR (Note 7)                          1,500       7,500 

INDUSTRIAL & COMMERCIAL MACHINERY - 1.55%
     York International Corp.               14,100     632,738 

PAPER MILLS - 1.61%
     Fort Howard Corp.*                      8,625     297,023 
     Kimberly-Clark Corp.                    7,000     358,750 
                                                       655,773 

PRIMARY METAL INDUSTRIES - 0.33%
     American Superconductor Corp.*          2,150      20,156 
     Gibraltar Steel Corp.*                  2,400      58,800 
     Special Metals Corp.*                   1,400      19,775 
     Wolverine Tube, Inc*                    1,350      35,100 
                                                       133,831 

PRINTING & PUBLISHING - 0.36%
     Harte-Hanks Communications              1,600      43,600 
     Houghton Mifflin Co.                      300      16,838 
     Playboy Enterprises, Inc. - Class A*      825      10,828 
     Playboy Enterprises, Inc. - Class B*    2,175      30,178 
     Scholastic Corp.*                       1,800      45,000 
                                                       146,444 

RESTAURANTS - 3.74%
     McDonald's Corp.                       27,600   1,480,050 
     Morton's Restaurant Group, Inc.*        2,875      43,484 
                                                     1,523,534 

</TABLE>



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

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>






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

RETAIL - 10.32%
     RETAIL - CATALOG & MAIL ORDER - 1.71%
     Comcast Corp. - Class A                    44,250  $  696,938 

     RETAIL - NONDURABLE GOODS - 0.01%
     Mikasa, Inc.                                  275       3,128 

     RETAIL - SPECIALTY STORES - 8.46%
     Fabri-Centers of America - Class A*        16,575     333,572 
     Fabri-Centers of America - Class B*        14,225     272,053 
     Fingerhut Companies, Inc.                  42,425     631,072 
     Hancock Fabrics, Inc.                      21,125     253,500 
     Home Depot, Inc.                           15,100     875,800 
     Tandy Corp.                                20,675   1,082,853 
                                                         3,448,850 

     RETAIL - WHOLESALE - 014%
     Coleman Company, Inc.*                      3,650      56,575 
                                                         4,205,491 

SOFTWARE - 3.19%
     Activision, Inc.*                             800       9,400 
     Broderbund Software, Inc.*                  1,400      26,250 
     Electronic Arts, Inc.*                        800      19,300 
     Founder Hong Kong Ltd. (Note 7)            14,500       9,265 
     Maxis, Inc.*                                2,200      15,125 
     Oracle Corp.*                              29,075   1,155,731 
     Spectrum Holobyte, Inc.*                    2,275      13,934 
     Symantec Corp.*                             3,475      49,953 
                                                         1,298,958 

TECHNICAL INSTRUMENTS & SUPPLIES - 9.07%
    OPTICAL SUPPLIES - 0.07%
     Sola International, Inc.*                   1,200      30,000 

     PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 5.20%
     Eastman Kodak Co.                          25,375   2,118,812 

     SCIENTIFIC INSTRUMENTS - 1.86%
     Millipore Corp.                            20,150     760,663 

</TABLE>



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

6
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>




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

TECHNICAL INSTRUMENTS & SUPPLIES (continued)

     SURGICAL & MEDICAL INSTRUMENTS - 1.94%
     Allied Healthcare Products, Inc.                         3,125  $    21,484 
     Lunar Corp.*                                             1,600       28,000 
     Nellcor Puritan Bennett, Inc. *                         43,625      741,625 
                                                                         791,109 
                                                                       3,700,584 

TELECOMMUNICATIONS - 5.80%
     EQUIPMENT - 1.91%
     Motorola, Inc.                                          13,600      778,600 

     SERVICE - 3.89%
     Compania Anonima Nacional Telefonos de
          Venezuela (CANTV) - ADR* (Note 7)                  26,450      793,500 
     Telecomunicacoes Brasileiras - ADR (Note 7)              6,900      791,775 
                                                                       1,585,275 
                                                                       2,363,875 

TRANSPORTATION EQUIPMENT - 0.11%
     Federal Signal Corp.                                     1,825       44,484 

UTILITIES - ELECTRIC - 1.79%
     Enersis S.A. - ADR (Note 7)                             23,150      729,225 

TOTAL COMMON STOCK
     (Identified Cost $19,663,119)                                    21,514,416 

U.S. TREASURY SECURITIES - 44.28%

U.S. TREASURY BONDS - 29.47%
     U.S. Treasury Bond, 8.00%, 11/15/2021        $           5,000        5,534 
     U.S. Treasury Bond, 7.25%, 8/15/2022                 2,590,000    2,642,611 
     U.S. Treasury Bond, 7.125%, 2/15/2023                    5,000        5,033 
     U.S. Treasury Bond, 7.50%, 11/15/2024                3,105,000    3,273,834 
     U.S. Treasury Bond, 6.875%, 8/15/2025                6,200,000    6,081,816 

TOTAL U.S. TREASURY BONDS
     (Identified Cost $12,018,067)                                    12,008,828 

</TABLE>



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

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>





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

U.S. TREASURY NOTES - 14.81%
     U.S. Treasury Note, 7.75%, 12/31/1999         $          685,000  $   707,049 
     U.S. Treasury Note, 6.25%,  5/31/2000                  2,045,000    2,033,497 
     U.S. Treasury Note, 6.625%, 7/31/2001                  3,285,000    3,292,188 

TOTAL U.S. TREASURY NOTES
     (Identified Cost $6,136,546)                                        6,032,734 


TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $18,154,613)                                      18,041,562 

SHORT-TERM INVESTMENTS - 0.97%
     Dreyfus U.S. Treasury Money Market Reserves
     (Identified Cost $396,467)                               396,467      396,467 

TOTAL INVESTMENTS - 98.05%
     (Identified Cost $38,214,199)                                      39,952,445 

OTHER ASSETS, LESS LIABILITIES - 1.95%                                     794,795 

NET ASSETS - 100%                                                      $40,747,240 

</TABLE>



*Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                      <C>

At April 30, 1997, the net unrealized appreciation based on identified cost for federal
income tax purposes of $38,214,199 was as follows:

Aggregate gross unrealized appreciation for all
investments in which there was an excess of
value over tax cost                                                                      $2,649,654 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of
 tax cost over value                                                                       (911,408)

UNREALIZED APPRECIATION - NET                                                            $1,738,246 

</TABLE>


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

8
<PAGE>

Statement of Assets and Liabilities (unaudited)
<TABLE>

<CAPTION>




<S>                                                          <C>

APRIL 30, 1997

ASSETS:

Investments, at value (Identified Cost $38,214,199)(Note 2)  $39,952,445
Cash                                                             234,074
Receivable for securities sold                                   797,548
Interest receivable                                              360,128
Dividends receivable                                              41,979

TOTAL ASSETS                                                  41,386,174


LIABILITIES:

Payable for fund shares redeemed                                      37
Accrued management fees (Note 3)                                  32,403
Accrued Directors' fees (Note 3)                                   3,392
Transfer agent fees payable (Note 3)                                 778
Payable for securities purchased                                 590,454
Audit fee payable                                                  5,182
Other payables and accrued expenses                                6,688

TOTAL LIABILITIES                                                638,934

NET ASSETS FOR 3,091,866 SHARES OUTSTANDING                  $40,747,240

NET ASSETS CONSIST OF:

Capital stock                                                $    30,918
Additional paid-in-capital                                    36,302,560
Undistributed net investment income                              375,344
Accumulated net realized gain on investments                   2,300,172
Net unrealized appreciation on investments                     1,738,246

TOTAL NET ASSETS                                             $40,747,240

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($40,747,240/3,091,866 shares)                            $     13.18



</TABLE>



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

Statement of Operations (unaudited)

<TABLE>

<CAPTION>





<S>                                                       <C>


FOR THE SIX MONTHS ENDED APRIL 30, 1997

INVESTMENT INCOME:

Interest                                                  $  601,214 
Dividends                                                    126,767 

Total Investment Income                                      727,981 

EXPENSES:

Management fees (Note 3)                                     182,255 
Directors' fees (Note 3)                                       3,392 
Transfer agent fees (Note 3)                                   4,374 
Audit fee                                                      6,393 
Registration & filing fees                                     4,733 
Custodian fee                                                  4,463 
Miscellaneous                                                  4,296 

Total Expenses                                               209,906 

NET INVESTMENT INCOME                                        518,075 


REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS:

Net realized gain on investments (identified cost basis)   2,299,369 
Net change in unrealized appreciation on investments        (722,737)

NET REALIZED AND UNREALIZED GAIN (LOSS) ON
    INVESTMENTS                                            1,576,632 

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $2,094,707 



</TABLE>


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

10
<PAGE>
Statement of Changes in Net Assets (unaudited)

<TABLE>

<CAPTION>






                                                         For the Six     For the Ten      For the
                                                         Months Ended    Months Ended    Year Ended
                                                           4/30/97         10/31/96       12/31/95
<S>                                                     <C>             <C>             <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $     518,075   $     566,893   $   334,223 
Net realized gain on investments                            2,299,369       1,053,546     1,934,431 
Net change in unrealized appreciation on investments         (722,737)      1,209,793     1,107,105 

Net increase in net assets from operations                  2,094,707       2,830,232     3,375,759 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                   (618,513)        (92,412)     (330,774)
From net realized gain on investments                      (1,048,674)       (138,618)   (1,817,057)

Total distributions to shareholders                        (1,667,187)       (231,030)   (2,147,831)


CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share
   transactions (Note 5)                                    7,321,022       9,880,561    12,077,417 


Net increase in net assets                                  7,748,542      12,479,763    13,305,345 


NET ASSETS:

Beginning of period                                        32,998,698      20,518,935     7,213,590 

END OF PERIOD (including undistributed net investment
   income of $375,344,  $475,782 and $1,301
   respectively)                                        $  40,747,240   $  32,998,698   $20,518,935 


</TABLE>



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

11
<PAGE>

Financial Highlights (unaudited)
<TABLE>

<CAPTION>







                                                       For the     For the                               For the Period
                                                         Six         Ten        For the     For the         10/12/93
                                                       Months       Months        Year        Year        (commencement
                                                        Ended       Ended        Ended       Ended      of operations) to
                                                       4/30/97    10/31/96 3    12/31/95    12/31/94        12/31/93
<S>                                                   <C>        <C>           <C>         <C>         <C>

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

NET ASSET VALUE - BEGINNING OF PERIOD                 $  13.04   $     11.95   $   10.12   $    9.98   $            10.00 

Income from investment operations:
   Net investment income                                 0.176         0.227       0.238       0.108                0.014 
   Net realized and unrealized gain (loss)
      on investments                                     0.619         0.963       3.052       0.243               (0.032)

Total from investment operations                         0.795         1.190       3.290       0.351               (0.018)

Less distributions to shareholders:
   From net investment income                           (0.243)       (0.040)     (0.237)     (0.119)              (0.002)
   From net realized gain on investment                 (0.412)       (0.060)     (1.223)     (0.092)                   - 

Total distributions to shareholders                     (0.655)       (0.100)     (1.460)     (0.211)              (0.002)

NET ASSET VALUE - END OF PERIOD                       $  13.18   $     13.04   $   11.95   $   10.12   $             9.98 

Total return1:                                            6.27%        10.01%      32.64%       3.52%              (0.18%)

Ratios (to average net assets) / Supplemental Data:
    Expenses                                            1.15%2      1.20%2**     1.20%**      1.20%*              1.20%2* 
    Net investment income                               2.84%2      2.51%2**     2.53%**      2.12%*              1.94%2* 

Portfolio turnover                                          26%           57%         63%         19%                   0%

Average commission rate paid                          $ 0.0510   $    0.0524   $  0.0635           -                    - 

NET ASSETS - END OF PERIOD (000'S OMITTED)            $ 40,747   $    32,999   $  20,519   $   7,214   $              475 

</TABLE>



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

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

<TABLE>

<CAPTION>




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

Net investment income                               N/A          $ 0.225       $0.226      $0.051      $0.005
Ratios (to average net assets):
   Expenses                                         N/A            1.22%2       1.33%       2.31%       2.50%2
   Net investment income                            N/A            2.49%2       2.40%       1.01%       0.64%2

1  Represents aggregate total return for the period indicated.
2  Annualized
3 Effective January 1, 1996 the Fund changed its fiscal year end from December 31 to October 31.



</TABLE>



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

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

         The total authorized capital stock of the Corporation consists of one
 billion shares of common stock each having a par value of $0.01.  As of April
  30,  1997, 940 million shares have been designated in total among 19 series,
  of  which 50 million have been designated as Blended Asset Series II Class L
 Common Stock.

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

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

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

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

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

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

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



13
<PAGE>

Notes to Financial Statements (unaudited)
2.     SIGNIFICANT ACCOUNTING POLICIES (continued)
     FEDERAL INCOME TAX (continued)
      income tax or excise tax has been made in the financial statements.

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

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

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

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


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

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

14
<PAGE>

Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net assets.  The fee amounted to $182,255 for the six months
 ended April 30, 1997.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no more than 1.20% of average daily net assets each year.  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 $4,374 for the six months ended April
 30, 1997.

          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 $3,392 for the
 six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES
          For  the  six  months  ended  April 30, 1997, purchases and sales of
  securities,  other  than  United States Government securities and short-term
  securities,  were  $11,251,313  and $8,185,505, respectively.  Purchases and
  sales  of  United States Government securities were $6,707,679 and $781,492,
 respectively.

15
<PAGE>

Notes to Financial Statements (unaudited)

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

<TABLE>

<CAPTION>




              For the Six                 For the Ten                             For the Year
             Months Ended                 Months Ended                                Ended
                4/30/97                     10/31/96                                12/31/95
<S>          <C>            <C>            <C>         <C>           <C>            <C>

             Shares         Amount            Shares      Amount        Shares         Amount
             -------------  ------------    ----------  ------------  -------------  ------------
Sold              696,021   $ 9,108,652     1,030,732   $12,602,396        891,550   $10,731,657 
Reinvested        130,681     1,666,189        18,786       230,877        180,298     2,145,684 
Repurchased      (264,609)   (3,453,819)     (237,451)   (2,952,712)       (66,963)     (799,924)
Total             562,093   $ 7,321,022       812,067   $ 9,880,561      1,004,885   $12,077,417 
</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 April 30, 1997.

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  domestic  companies  and  the  United  States
 government.  These risks include revaluation of currencies and future adverse
  political  and  economic  developments.    Moreover,  securities  of foreign
  companies  and  foreign governments and their markets may be less liquid and
  their  prices  more volatile than those of securities of comparable domestic
 companies and the United States government.

8.     CHANGE IN FISCAL YEAR END

          Effective January 1, 1996, the Fund changed its fiscal year end from
 December 31 to October 31.

16
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Maximum Horizon Series

Semi-Annual Report
April 30, 1997
<PAGE>

Management Discussion and Analysis

     Dear Shareholders:

      In our last annual report, we discussed the late cycle volatility we had
  been  experiencing  in the market.  This report has a similar, but even more
  dramatic  story, to tell.  By February, the Dow Jones Industrial average had
  reached  the  7000 mark, and by mid-March it reached an all time high.  Less
  than a month following this record, it had given up nearly half of the gains
  seen  for  the year by plunging 9.8%.  By the end of April, the Dow was back
  above  the  7000  mark  again  with  valuations  no better than they were at
  mid-March  highs.    The bond market has displayed significant volatility as
  well,  generally  following  a  downward trend.  Yields ended this reporting
  period 50 basis points higher than where they started, but at one point were
  close  to 80 basis points up from their low in the six month period (a basis
 point is one-hundredth of a percentage point).

     Much of the volatility was both in anticipation of and in response to the
  Federal  Reserves  quarter  point  raise  in  the  Fed Funds rate in March. 
 According to statements made by Federal Reserve Chairman Alan Greenspan, this
 move was prompted by the high level of speculation apparent in the U.S. stock
  market.  While  the  gyrations  in the stock market have not yet presented a
  broad  based  buying opportunity, we have been able to take advantage of the
  downward  swings  to  increase  certain  stock positions at good values.  In
  addition, opportunities abroad have become especially attractive compared to
  the  generally  overvalued  domestic  stock  market.    We  have seized this
 opportunity and increased the international exposure in the portfolio.

        We are nearing the seventh year of an economic expansion and the tenth
 year of a bull market run.  It is reasonable to expect that this rapid growth
  cannot  continue  forever.    In terms of equity selection, it is especially
  important  to  be  a  patient long-term investor.  Of course, the U.S. stock
 market may not see a significant correction, but rather a drawn out period of
  flat-to-mediocre returns.  Either possibility warrants a cautious and choosy
  outlook for legitimate opportunities.  In summary, at this late stage in the
  economic  and  stock  market  cycles,  we  continue  to  focus on efforts to
 cautiously identify opportunities as they arise.

         We would once again like to thank you for the opportunity to help you
 meet your investment goals.  It is a service in which we take great pride.

     Sincerely,


     Manning & Napier Advisors, Inc.

1
<PAGE>

Asset Allocation (unaudited)

<graphic>
<pie chart>
Asset Allocation - As of 4/30/97
Data for chart to follow:

Stocks - 88%
Bonds - 11%
Cash & Equivalents - 1%

2
<PAGE>

Performance Update as of April 30, 1997 (unaudited)

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

<CAPTION>




<C>       <S>                     <C>

          Manning & Napier
          Maximum Horizon Series  Standard & Poors 500 Total Return Index
11/01/95  10,000                                                   10,000
01/31/96  10,492                                                   11,001
04/30/96  10,753                                                   11,376
07/31/96  10,640                                                   11,196
10/31/96  11,521                                                   12,408
01/31/97  12,569                                                   13,898
04/30/97  12,589                                                   14,233
</TABLE>





<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. - Maximum Horizon Series
<S>                                                   <C>                 <C>            <C>

                                                                          Total Return
Through                                               Growth of $10,000                  Average
04/30/97                                              Investment          Cumulative     Annual

One Year                                              $           11,708         17.08%    17.08%
Inception 2                                           $           12,589         25.89%    16.61%
</TABLE>



<TABLE>

<CAPTION>




Standard & Poor's 500 Total Return Index
<S>                                       <C>                 <C>            <C>

                                                              Total Return
Through                                   Growth of $10,000                  Average
04/30/97                                  Investment          Cumulative     Annual

One Year                                  $           12,513         25.13%    25.13%
Inception 2                               $           14,233         42.33%    26.56%
</TABLE>




        The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
  Maximum  Horizon Series from its inception (11/1/95) to present (4/30/97) as
 compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

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

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

3
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)
<TABLE>

<CAPTION>




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

COMMON STOCK - 87.84%
AIR TRANSPORTATION- 1.54%
  Federal Express Corp.*                               1,475  $ 79,466 

APPAREL - 1.96%
  VF Corp.                                             1,400   100,975 

CHEMICAL & ALLIED PRODUCTS - 3.01%
  International Specialty Products, Inc.*                600     7,800 
  Procter & Gamble Co.                                 1,175   147,756 
                                                               155,556 
COMMUNICATIONS - 0.99%
  Groupe AB SA - ADR (Note 7)                            825     5,981 
  Stet Societa' Finanziaria Telefonica S.P.A. - ADR
    (Note 7)                                             950    45,006 
                                                                50,987 

COMPUTERS - 0.31%
  Bell & Howell Co.*                                     550    12,994 
  Varitronix International Ltd. (Note 7)               2,000     2,788 
                                                                15,782 
CONSUMER PRODUCTS - MISCELLANEOUS - 2.70%
  Unilever Plc - ADR (Note 7)                          1,300   139,425 

CRUDE PETROLEUM & NATURAL GAS - 2.30%
  YPF Sociedad Anonima - ADR (Note 7)                  4,300   118,788 

DIAMONDS - 2.51%
  De Beers Centenary AG - ADR (Note 7)                 3,600   129,544 

DISTRIBUTION - OFFICE EQUIPMENT - 2.84%
  Unisource Worldwide, Inc.                            9,950   146,762 

ELECTRONIC EQUIPMENT - 0.06%
  Harman International Industries, Inc.                   75     2,869 

ENGINEERING SERVICES - 1.01%
  Jacobs Engineering Group, Inc.*                      2,050    52,275 

FABRICATED METAL PRODUCTS - 0.20%
  Keystone International, Inc.                           525    10,369 

</TABLE>



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

4
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>




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

FOOD & BEVERAGES - 0.09%
  Canandaigua Wine Co., Inc. - Class A*        175  $  4,484 

GLASS PRODUCTS - 0.18%
  Libbey, Inc.                                 300     9,300 

HEALTH SERVICES - 4.16%
  MedPartners, Inc.*                        11,700   213,525 
  U.S. Physical Therapy, Inc.*                 150     1,444 
                                                     214,969 

HOLDING COMPANIES - 0.03%
  Ek Chor China Motorcycle Co. Ltd. - ADR
     (Note 7)                                  325     1,625 

INDUSTRIAL & COMMERCIAL MACHINERY - 2.78%
  York International Corp.                   3,200   143,600 

PAPER MILLS - 4.22%
  Fort Howard Corp.*                         4,475   154,108 
  Kimberly-Clark Corp.                       1,250    64,063 
                                                     218,171 
PRIMARY METAL INDUSTRIES - 0.53%
  American Superconductor Corp.*               475     4,453 
  Gibraltar Steel Corp.*                       475    11,637 
  Special Metals Corp.*                        300     4,238 
  Wolverine Tube Inc.*                         275     7,150 
                                                      27,478 


PRINTING & PUBLISHING - 0.44%
  Harte-Hanks Communications                   150     4,087 
  Houghton Mifflin Co.                          75     4,209 
  Playboy Enterprises, Inc. - Class B*         350     4,856 
  Scholastic Corp.*                            375     9,375 
                                                      22,527 

</TABLE>


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

5
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>






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

RESTAURANTS - 3.53%
  McDonald's Corp.                        3,225  $  172,941 
  Morton's Restaurant Group, Inc.*          625       9,453 
                                                    182,394 

RETAIL - 25.78%
  RETAIL - APPAREL - 5.20%
  Nordstrom, Inc.                         6,850     268,863 

  RETAIL - CATALOG & MAIL ORDER - 2.16%
  Comcast Corp. - Class A                 7,100     111,825 

  RETAIL - NONDURABLE GOODS  - 0.01%
  Mikasa, Inc.                               50         569 

  RETAIL - SPECIALTY STORES - 14.08%
  Fabri-Centers of America - Class A*     1,625      32,703 
  Fabri-Centers of America - Class B*     2,400      45,900 
  Fingerhut Companies, Inc.               5,775      85,903 
  Hancock Fabrics, Inc.                   1,625      19,500 
  Home Depot, Inc.                        2,475     143,550 
  Ikon Office Solutions, Inc.             7,000     188,125 
  Tandy Corp.                             4,050     212,119 
                                                    727,800 

  RETAIL - WHOLESALE - 4.33%
  Coleman Company, Inc.*                 14,450     223,975 
                                                  1,333,032 

SOFTWARE - 3.22%
  Activision, Inc.*                         175       2,056 
  Broderbund Software, Inc.*                475       8,906 
  Electronic Arts, Inc.*                    200       4,825 
  Founder Hong Kong Ltd. (Note 7)         2,500       1,597 
  Maxis, Inc.*                              450       3,094 
  Oracle Corp.*                           3,325     132,169 
  Spectrum Holobyte, Inc.*                  500       3,063 
  Symantec Corp.*                           750      10,781 
                                                    166,491 
                                                    
</TABLE>



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

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>








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

TECHNICAL INSTRUMENTS & SUPPLIES - 12.42%
  OPTICAL SUPPLIES - 0.13 %
  Sola International, Inc.*                                  275  $    6,875 

  PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 5.70%
  Eastman Kodak Co.                                        3,525     294,338 

  SCIENTIFIC INSTRUMENTS - 2.32%
  Millpore Corp.                                           3,175     119,856 

  SURGICAL & MEDICAL INSTRUMENTS - 4.27%
  Allied Healthcare Products, Inc.*                          675       4,641 
  Lunar Corp.*                                               350       6,125 
  Nellcor Puritan Bennett, Inc.*                          12,350     209,950 
                                                                     220,716 
                                                                     641,785 
TELECOMMUNICATIONS - 9.13%
  EQUIPMENT - 3.57%
  Motorola, Inc.                                           3,225     184,631 

  SERVICES - 5.56%
  Compania Anonima Nacional Telefonos de
      Venezuela - ADR (Note 7)                             4,225     126,750 
  Telecomunicacoes Brasileiras - ADR (Note 7)              1,400     160,650 
                                                                     287,400 
                                                                     472,031 

TRANSPORTATION EQUIPMENT - 0.09%
  Federal Signal Corp.                                       200       4,875 

UTILITIES-ELECTRIC - 1.81%
  Enersis S.A.- ADR (Note 7)                               2,975      93,712 

TOTAL COMMON STOCK
  (Identified Cost $4,422,317)                                     4,539,272 

U.S. TREASURY SECURITIES - 11.58%
   
  U.S. TREASURY BONDS
  U.S. Treasury Bond, 6.875%,  8/15/2025
  (Identified Cost $624,310)                   $         610,000     598,373 

</TABLE>



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

7
<PAGE>

Investment Portfolio - April 30, 1997 (unaudited)

<TABLE>

<CAPTION>




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

SHORT-TERM INVESTMENTS - 0.18%
  Dreyfus U.S. Treasury Money Market Reserves
  (Identified Cost $9,257)                       9,257  $    9,257 

TOTAL INVESTMENTS - 99.60%
  (Identified Cost $5,055,884 )                          5,146,902 

OTHER ASSETS, LESS LIABILITIES - 0.40%                      20,858 

NET ASSETS - 100%                                       $5,167,760 

</TABLE>



*Non-income producing security
<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                                      <C>

At April 30, 1997, the net unrealized appreciation based on identified cost for federal
income tax purposes of $5,055,884 was as follows:

Aggregate gross unrealized appreciation for all
investments in which there was an excess of value over
tax cost                                                                                 $ 300,623 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of tax cost
over value                                                                                (209,606)

UNREALIZED APPRECIATION - NET                                                            $  91,017 

</TABLE>


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

Statement of Assets and Liabilities (unaudied)

<TABLE>


<CAPTION>




APRIL 30, 1997
<S>                                                 <C>

ASSETS:

Investments, at value (Identified Cost $5,055,884)
  (Note 2)                                          $5,146,902
Cash                                                    18,476
Interest receivable                                      8,689
Dividends receivable                                     7,939

TOTAL ASSETS                                         5,182,006

LIABILITIES:

Management fees (Note 3)                                 5,760
Accrued Directors' fees (Note 3)                         3,392
Transfer agent fees payable (Note 3)                       369
Audit fee payable                                        4,016
Other payables and accrued expenses                        709

TOTAL LIABILITIES                                       14,246

NET ASSETS FOR 419,726 SHARES OUTSTANDING           $5,167,760

NET ASSETS CONSIST OF:

Capital stock                                       $    4,199
Additional paid-in-capital                           4,982,460
Undistributed net investment income                     21,198
Accumulated net realized gain on investments            68,886
Net unrealized appreciation on investments              91,017

TOTAL NET ASSETS                                    $5,167,760

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($5,167,760/419,726 shares)                         $    12.31

</TABLE>



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

9
<PAGE>




Statement of Operations (unaudited)

<TABLE>

<CAPTION>




FOR THE SIX MONTHS ENDED APRIL 30, 1997
<S>                                                    <C>

INVESTMENT INCOME:

Interest                                               $ 24,214 
Dividends                                                18,497 

Total Investment Income                                  42,711 

EXPENSES:

Management fees (Note 3)                                 15,354 
Directors' fees (Note 3)                                  3,392 
Transfer agent fees (Note 3)                                369 
Audit fee                                                 3,834 
Registration and filing fees                              2,249 
Custodian fee                                             1,980 
Miscellaneous                                               841 

Total Expenses                                           28,019 

Less Waiver of Expenses (Note 3)                         (9,594)

Net Expenses                                             18,425 

NET INVESTMENT INCOME                                    24,286 

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:

Net realized gain on investments
  (identified cost basis)                                70,392 
Net change in unrealized appreciation on investments     51,931 

NET REALIZED AND UNREALIZED GAIN ON
  INVESTMENTS                                           122,323 

NET INCREASE IN NET ASSETS RESULTING FROM
  OPERATIONS                                           $146,609 
</TABLE>



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

10
<PAGE>

Statement of Changes in Net Assets (unaudited)
<TABLE>

<CAPTION>



                                                              For the Six Months     For the Year
                                                                Ended 4/30/97       Ended 10/31/96
<S>                                                          <C>                   <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                        $            24,286   $         7,550 
Net realized gain on investments                                          70,392            10,435 
Net change in unrealized appreciation on investments                      51,931            39,086 

Net increase in net assets from operations                               146,609            57,071 


DISTRIBUTIONS TO SHAREHOLDERS:

From net investment income                                                (6,430)           (4,208)
From net realized gain on investments                                    (11,941)               -- 

Total distributions to shareholders                                      (18,371)           (4,208)

CAPITAL STOCK ISSUED AND REDEEMED:

Net increase in net assets from capital share transactions
   (Note 5)                                                            3,465,531         1,521,128 

Net increase in net assets                                             3,593,769         1,573,991 

NET ASSETS:

Beginning of period                                                    1,573,991                -- 

END OF PERIOD (including undistributed net investment
   income of $21,198 and $3,342 repectively)                 $         5,167,760   $     1,573,991 
</TABLE>



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

11
<PAGE>

Financial Highlights (unaudited)

<TABLE>

<CAPTION>






                                                       For the Six Months     For the Year
                                                         Ended 4/30/97       Ended 10/31/96
<S>                                                   <C>                   <C>

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

NET ASSET VALUE - BEGINNING  OF PERIOD                $             11.38   $         10.00 

Income from investment operations:
   Net investment income                                            0.068             0.155 
   Net realized and unrealized gain on investments                  0.982             1.356 

Total from investment operations                                    1.050             1.511 

Less distributions to shareholders:
  From net investment income                                       (0.042)           (0.131)
  From net realized gains                                          (0.078)               -- 

Total distributions to shareholders                                (0.120)           (0.131)

NET ASSET VALUE - END OF PERIOD                       $             12.31   $         11.38 

Total return 1:                                                      9.28%            15.21%

Ratios (to average net assets) / Supplemental Data:
    Expenses                                                     1.20%2**            1.20%* 
    Net investment income                                        1.58%2**            1.71%* 

Portfolio turnover                                                     41%               95%

Average commission rate paid                          $            0.0502   $        0.0655 

NET ASSETS - END OF PERIOD (000'S OMITTED)            $             5,168   $         1,574 

</TABLE>



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

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

<CAPTION>



<S>                                                  <C>                   <C>

Net investment income                                 $ 0.041               $0.037 

Ratios (to average net assets):
   Expenses                                             1.82%2               2.50%
   Net investment income                                0.96%2               0.41%

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



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

12
<PAGE>
Notes to Financial Statements (unaudited)

1.     ORGANIZATION
        Maximum Horizon 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.

         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 April
  30,  1997, 940 million shares have been designated in total among 19 series,
  of  which 100 million have been designated as Maximum Horizon Series Class B
 Common Stock.

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

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

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

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

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

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

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


13
<PAGE>

Notes to Financial Statements (unaudited)

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

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

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

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

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

     OTHER
      The preparation of the 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 revenues and expenses during
 the reporting period.  Actual results could differ from those estimates.

14
<PAGE>
Notes to Financial Statements (unaudited)

3.     TRANSACTIONS WITH AFFILIATES
          The  Fund has an investment advisory agreement with Manning & Napier
  Advisors,  Inc.  (the "Advisor"), for which the Fund pays the Advisor a fee,
  computed  daily and payable monthly, at an annual rate of 1.0% of the Fund's
  average  daily  net  assets.  The fee amounted to $15,354 for the six months
 ended April 30, 1997.

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

        The Advisor has voluntarily agreed to waive its fee and, if necessary,
  pay  other  expenses of the Fund in order to maintain total expenses for the
  Fund  at  no  more  than  1.20%  of  average  daily  net  assets each year. 
 Accordingly, the Advisor waived fees of $9,594 for the six months ended April
  30,  1997, 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 $369 for the six months ended April 30,
 1997.

          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 $3,392 for the
 six months ended April 30, 1997.

4.     PURCHASES AND SALES OF SECURITIES
          For  the  six  months  ended  April 30, 1997, purchases and sales of
  securities,  other  than  United States Government securities and short-term
  securities, were $3,805,710 and $572,796, respectively.  Purchases and sales
  of  United  States  Government  securities  were  $1,016,408  and  $689,776,
 respectively.

15
<PAGE>

Notes to Financial Statements (unaudited)

<TABLE>

<CAPTION>



5.  CAPITAL STOCK TRANSACTIONS

Transactions in shares of Maximum Horizon Series Class B Common Stock were:
             For the Six Months                 For the Year
              Ending 4/30/97                  Ending 10/31/96
<S>        <C>         <C>               <C>             <C>

             Shares       Amount          Shares
         -------------------               ----------------
Sold         301,022   $3,704,532           148,143       $1,624,294
Reinvested     1,563       18,371               390            4,209
Repurchased  (21,141)    (257,372)          (10,251)        (107,375)
Total        281,444   $3,465,531           138,282       $1,521,128



</TABLE>



       The Advisor owned 12,784 shares on April 30, 1997, and 12,654 shares on
 October 31,  1996.

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 April 30, 1997.

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  domestic  companies  and  the  United  States
 government.  These risks include revaluation of currencies and future adverse
  political  and  economic  developments.    Moreover,  securities  of foreign
  companies  and  foreign governments may be less liquid and their prices more
  volatile  than  those of securities of comparable domestic companies and the
 United States government.
16
<PAGE>
<PAGE>





<TABLE> <S> <C>

<ARTICLE>      6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     BLENDED ASSET SERIES I
<NUMBER>     11
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     OCT-31-1997
<PERIOD-START>     NOV-01-1996
<PERIOD-END>     APR-30-1997
<PERIOD-TYPE>     6-MOS
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     19,142,129
<INVESTMENTS-AT-VALUE>    19,506,817
<RECEIVABLES>                240,615
<ASSETS-OTHER>                19,560
<OTHER-ITEMS-ASSETS>               0
<TOTAL-ASSETS>            19,766,992
<PAYABLE-FOR-SECURITIES>           0
<SENIOR-LONG-TERM-DEBT>            0
<OTHER-ITEMS-LIABILITIES>     34,671
<TOTAL-LIABILITIES>           34,671
<SENIOR-EQUITY>                    0
<PAID-IN-CAPITAL-COMMON>  18,815,942
<SHARES-COMMON-STOCK>      1,773,260    
<SHARES-COMMON-PRIOR>      1,588,453
<ACCUMULATED-NII-CURRENT>    242,993
<OVERDISTRIBUTION-NII>             0
<ACCUMULATED-NET-GAINS>      308,698
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     364,688
<NET-ASSETS>              19,732,321
<DIVIDEND-INCOME>             27,844
<INTEREST-INCOME>            435,446
<OTHER-INCOME>                     0
<EXPENSES-NET>               111,546
<NET-INVESTMENT-INCOME>      351,744
<REALIZED-GAINS-CURRENT>     311,824
<APPREC-INCREASE-CURRENT>   (23,758)
<NET-CHANGE-FROM-OPS>        639,810
<EQUALIZATION>                     0
<DISTRIBUTIONS-OF-INCOME>    428,408
<DISTRIBUTIONS-OF-GAINS>     296,105
<DISTRIBUTIONS-OTHER>              0
<NUMBER-OF-SHARES-SOLD>      299,352
<NUMBER-OF-SHARES-REDEEMED>  179,904
<SHARES-REINVESTED>           65,359
<NET-CHANGE-IN-ASSETS>     1,938,813
<ACCUMULATED-NII-PRIOR>      319,657
<ACCUMULATED-GAINS-PRIOR>    292,979
<OVERDISTRIB-NII-PRIOR>            0
<OVERDIST-NET-GAINS-PRIOR>         0
<GROSS-ADVISORY-FEES>         92,954
<INTEREST-EXPENSE>                 0
<GROSS-EXPENSE>              114,918
<AVERAGE-NET-ASSETS>      18,743,929
<PER-SHARE-NAV-BEGIN>          11.20
<PER-SHARE-NII>                0.208
<PER-SHARE-GAIN-APPREC>        0.141
<PER-SHARE-DIVIDEND>           0.272
<PER-SHARE-DISTRIBUTIONS>      0.147
<RETURNS-OF-CAPITAL>               0
<PER-SHARE-NAV-END>            11.13
<EXPENSE-RATIO>                 1.20
<AVG-DEBT-OUTSTANDING>             0
<AVG-DEBT-PER-SHARE>               0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>     6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     BLENDED ASSET SERIES II
<NUMBER>     12
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     OCT-31-1997
<PERIOD-START>        NOV-01-1996
<PERIOD-END>          APR-30-1997
<PERIOD-TYPE>         6-MOS
<EXCHANGE-RATE>                 1
<INVESTMENTS-AT-COST>     38,214,199
<INVESTMENTS-AT-VALUE>    39,952,445
<RECEIVABLES>              1,199,655
<ASSETS-OTHER>               234,074
<OTHER-ITEMS-ASSETS>               0
<TOTAL-ASSETS>            41,386,174
<PAYABLE-FOR-SECURITIES>     590,454
<SENIOR-LONG-TERM-DEBT>            0
<OTHER-ITEMS-LIABILITIES>     48,480
<TOTAL-LIABILITIES>          638,934
<SENIOR-EQUITY>                    0
<PAID-IN-CAPITAL-COMMON>  36,333,478
<SHARES-COMMON-STOCK>      3,091,866
<SHARES-COMMON-PRIOR>      2,529,773
<ACCUMULATED-NII-CURRENT>    375,344
<OVERDISTRIBUTION-NII>             0
<ACCUMULATED-NET-GAINS>    2,300,172
<OVERDISTRIBUTION-GAINS>           0
<ACCUM-APPREC-OR-DEPREC>   1,738,246
<NET-ASSETS>              40,747,240
<DIVIDEND-INCOME>            126,767
<INTEREST-INCOME>            601,214
<OTHER-INCOME>                     0
<EXPENSES-NET>               209,906
<NET-INVESTMENT-INCOME>      518,075
<REALIZED-GAINS-CURRENT>   2,299,369
<APPREC-INCREASE-CURRENT>  (722,737)
<NET-CHANGE-FROM-OPS>      2,094,707
<EQUALIZATION>                     0
<DISTRIBUTIONS-OF-INCOME>  (618,513)
<DISTRIBUTIONS-OF-GAINS> (1,048,674)
<DISTRIBUTIONS-OTHER>              0
<NUMBER-OF-SHARES-SOLD>      696,021
<NUMBER-OF-SHARES-REDEEMED>  264,609
<SHARES-REINVESTED>          130,681
<NET-CHANGE-IN-ASSETS>     7,748,542
<ACCUMULATED-NII-PRIOR>      475,782
<ACCUMULATED-GAINS-PRIOR>  1,049,477
<OVERDISTRIB-NII-PRIOR>            0
<OVERDIST-NET-GAINS-PRIOR>         0
<GROSS-ADVISORY-FEES>        182,255
<INTEREST-EXPENSE>                 0
<GROSS-EXPENSE>              209,906
<AVERAGE-NET-ASSETS>      36,775,286
<PER-SHARE-NAV-BEGIN>          13.04
<PER-SHARE-NII>                0.176
<PER-SHARE-GAIN-APPREC>        0.619
<PER-SHARE-DIVIDEND>           0.243
<PER-SHARE-DISTRIBUTIONS>      0.412
<RETURNS-OF-CAPITAL>               0
<PER-SHARE-NAV-END>            13.18
<EXPENSE-RATIO>                 1.15
<AVG-DEBT-OUTSTANDING>             0
<AVG-DEBT-PER-SHARE>               0




</TABLE>

<TABLE> <S> <C>

<ARTICLE>                6
<LEGEND>
<RESTATED>
<CIK>           0000751173
<NAME>      MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>      DEFENSIVE SERIES
<NUMBER>         2
<MULTIPLIER>     1
<CURRENCY>       1
<FISCAL-YEAR-END>  OCT-31-1997
<PERIOD-START>     NOV-01-1996
<PERIOD-END>       APR-30-1997
<PERIOD-TYPE>      6-MOS
<EXCHANGE-RATE>    1
<INVESTMENTS-AT-COST>        1,539,086  
<INVESTMENTS-AT-VALUE>       1,532,979
<RECEIVABLES>                   26,597
<ASSETS-OTHER>                  28,987
<OTHER-ITEMS-ASSETS>               0
<TOTAL-ASSETS>               1,588,563
<PAYABLE-FOR-SECURITIES>           0
<SENIOR-LONG-TERM-DEBT>            0
<OTHER-ITEMS-LIABILITIES>       11,131
<TOTAL-LIABILITIES>             11,131
<SENIOR-EQUITY>                    0
<PAID-IN-CAPITAL-COMMON>     1,562,423
<SHARES-COMMON-STOCK>          154,078
<SHARES-COMMON-PRIOR>           72,442
<ACCUMULATED-NII-CURRENT>       22,402
<OVERDISTRIBUTION-NII>             0
<ACCUMULATED-NET-GAINS>        (1,286)
<OVERDISTRIBUTION-GAINS>           0
<ACCUM-APPREC-OR-DEPREC>       (6,107)
<NET-ASSETS>                 1,577,432
<DIVIDEND-INCOME>                861
<INTEREST-INCOME>               34,581
<OTHER-INCOME>                     0
<EXPENSES-NET>                   6,374
<NET-INVESTMENT-INCOME>         29,068
<REALIZED-GAINS-CURRENT>       (1,284)
<APPREC-INCREASE-CURRENT>      (4,971)
<NET-CHANGE-FROM-OPS>           22,813
<EQUALIZATION>                     0
<DISTRIBUTIONS-OF-INCOME>     (17,714)
<DISTRIBUTIONS-OF-GAINS>       (6,511)
<DISTRIBUTIONS-OTHER>              0
<NUMBER-OF-SHARES-SOLD>        115,341
<NUMBER-OF-SHARES-REDEEMED>   (36,099)
<SHARES-REINVESTED>              2,394
<NET-CHANGE-IN-ASSETS>         832,227
<ACCUMULATED-NII-PRIOR>         11,048
<ACCUMULATED-GAINS-PRIOR>        6,509
<OVERDISTRIB-NII-PRIOR>            0
<OVERDIST-NET-GAINS-PRIOR>         0
<GROSS-ADVISORY-FEES>            5,100
<INTEREST-EXPENSE>                 0
<GROSS-EXPENSE>                 16,502
<AVERAGE-NET-ASSETS>         1,285,273
<PER-SHARE-NAV-BEGIN>          10.29
<PER-SHARE-NII>                 0.177
<PER-SHARE-GAIN-APPREC>         0.026
<PER-SHARE-DIVIDEND>            0.185
<PER-SHARE-DISTRIBUTIONS>       0.068
<RETURNS-OF-CAPITAL>            0.00
<PER-SHARE-NAV-END>            10.24
<EXPENSE-RATIO>                 1.00
<AVG-DEBT-OUTSTANDING>             0
<AVG-DEBT-PER-SHARE>               0



</TABLE>

<TABLE> <S> <C>

<ARTICLE>     6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     FLEXIBLE YIELD SERIES I
<NUMBER>     13
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     OCT-31-1997
<PERIOD-START>     NOV-01-1996
<PERIOD-END>     APR-30-1997
<PERIOD-TYPE>     6-MOS
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     607,240
<INVESTMENTS-AT-VALUE>     602,671
<RECEIVABLES>     11,655
<ASSETS-OTHER>     0
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     614,426
<PAYABLE-FOR-SECURITIES>     0
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     11,015
<TOTAL-LIABILITIES>     11,015
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     603,382
<SHARES-COMMON-STOCK>     59,506
<SHARES-COMMON-PRIOR>    47,974
<ACCUMULATED-NII-CURRENT>     4,280
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     318
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     (4,569)
<NET-ASSETS>     603,411
<DIVIDEND-INCOME>     0
<INTEREST-INCOME>     18,139
<OTHER-INCOME>     0
<EXPENSES-NET>     2,108
<NET-INVESTMENT-INCOME>     16,031
<REALIZED-GAINS-CURRENT>     (86)
<APPREC-INCREASE-CURRENT>     (8,150)
<NET-CHANGE-FROM-OPS>     7,795
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     17,087
<DISTRIBUTIONS-OF-GAINS> 1,988
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     28,189
<NUMBER-OF-SHARES-REDEEMED>     18,359
<SHARES-REINVESTED>     1,702
<NET-CHANGE-IN-ASSETS>     110,514
<ACCUMULATED-NII-PRIOR>     5,336
<ACCUMULATED-GAINS-PRIOR>      2,392
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     1,054
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     11,477
<AVERAGE-NET-ASSETS>       607,443
<PER-SHARE-NAV-BEGIN>     10.27
<PER-SHARE-NII>     0.217
<PER-SHARE-GAIN-APPREC> (0.063)    
<PER-SHARE-DIVIDEND>     0.256
<PER-SHARE-DISTRIBUTIONS>     0.028
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     10.14
<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>     FLEXIBLE YIELD SERIES II
<NUMBER>     14
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     OCT-31-1997
<PERIOD-START>     NOV-01-1996
<PERIOD-END>     APR-30-1997
<PERIOD-TYPE>     6-MOS
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     665,113
<INVESTMENTS-AT-VALUE>     672,943
<RECEIVABLES>     15,177
<ASSETS-OTHER>     0
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     688,120
<PAYABLE-FOR-SECURITIES>     0
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     10,454
<TOTAL-LIABILITIES>     10,454
<SENIOR-EQUITY>     0
<PAID-IN-CAPITAL-COMMON>     667,828
<SHARES-COMMON-STOCK>     68,893
<SHARES-COMMON-PRIOR>     47,655
<ACCUMULATED-NII-CURRENT>     3,010
<OVERDISTRIBUTION-NII>     0
<ACCUMULATED-NET-GAINS>     (1,002)
<OVERDISTRIBUTION-GAINS>     0
<ACCUM-APPREC-OR-DEPREC>     7,830
<NET-ASSETS>     677,666
<DIVIDEND-INCOME>     0
<INTEREST-INCOME>     17,542
<OTHER-INCOME>     0
<EXPENSES-NET>     2,227
<NET-INVESTMENT-INCOME>     15,315
<REALIZED-GAINS-CURRENT>     (907)
<APPREC-INCREASE-CURRENT>     (8,270)
<NET-CHANGE-FROM-OPS>     6,138
<EQUALIZATION>     0
<DISTRIBUTIONS-OF-INCOME>     21,055
<DISTRIBUTIONS-OF-GAINS> 382
<DISTRIBUTIONS-OTHER>     0
<NUMBER-OF-SHARES-SOLD>     32,430
<NUMBER-OF-SHARES-REDEEMED>     13,369
<SHARES-REINVESTED>     2,177
<NET-CHANGE-IN-ASSETS>     196,372
<ACCUMULATED-NII-PRIOR>     8,750
<ACCUMULATED-GAINS-PRIOR>     287
<OVERDISTRIB-NII-PRIOR>     0
<OVERDIST-NET-GAINS-PRIOR>     0
<GROSS-ADVISORY-FEES>     1,253
<INTEREST-EXPENSE>     0
<GROSS-EXPENSE>     11,348
<AVERAGE-NET-ASSETS>     559,708
<PER-SHARE-NAV-BEGIN>     10.10
<PER-SHARE-NII>     0.237
<PER-SHARE-GAIN-APPREC>     (0.112)
<PER-SHARE-DIVIDEND>     0.377
<PER-SHARE-DISTRIBUTIONS>     0.008
<RETURNS-OF-CAPITAL>     0
<PER-SHARE-NAV-END>     9.84
<EXPENSE-RATIO>     0.80
<AVG-DEBT-OUTSTANDING>     0
<AVG-DEBT-PER-SHARE>     0




</TABLE>

<TABLE> <S> <C>

<ARTICLE>     6
<LEGEND>
<RESTATED>
<CIK>     0000751173
<NAME>     MANNING & NAPIER FUND, INC.
<SERIES>
<NAME>     FLEXIBLE YIELD SERIES III
<NUMBER>     15
<MULTIPLIER>     1
<CURRENCY>     1
<FISCAL-YEAR-END>     OCT-31-1997
<PERIOD-START>     NOV-01-1996
<PERIOD-END>     APR-30-1997
<PERIOD-TYPE>     6-MOS
<EXCHANGE-RATE>     1
<INVESTMENTS-AT-COST>     1,417,308
<INVESTMENTS-AT-VALUE>     1,429,667
<RECEIVABLES>     23,270
<ASSETS-OTHER>     555
<OTHER-ITEMS-ASSETS>     0
<TOTAL-ASSETS>     1,453,492
<PAYABLE-FOR-SECURITIES>     0
<SENIOR-LONG-TERM-DEBT>     0
<OTHER-ITEMS-LIABILITIES>     10,350
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