MANNING & NAPIER FUND INC
N-30D, 1998-02-25
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February 24, 1998


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

          Small Cap Series
          International Series
          World Opportunities Series
          Global Fixed Income Series
          New York Tax Exempt Series
          Ohio Tax Exempt Series
          Diversified Tax Exempt Series

Dear Shareholder:

Enclosed  are copies of the Annual Reports for each of the above Series of the
Manning  & Napier Fund in which you owned shares as of December 31, 1997.  The
reports  include information about the Series performance as well as portfolio
listings as of that date.

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

Sincerely,


/s/ Amy J. Williams

Amy J. Williams
Fund Services Manager


<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

Global Fixed Income Series

Annual Report December 31, 1997

<PAGE>


Management Discussion and Analysis

Dear Shareholders:

Most  investors  are  familiar with Manning & Napier's long_term interest rate
overview;  an  overview that calls for a continuation of the saw_tooth decline
in  interest rates that has defined the U.S. fixed income markets for the last
15  years.    The  decline  in  U.S.  rates  can  be  traced to the increased 
globalization  of  the  world's  economy,  the  resulting  increase  in  the
competitive  environment,  and  disinflation that has resulted from consumers,
producers,  and policy makers responding to the new environment.  However that
is  hardly  a  domestic  phenomenon.   The disinflationary pressures that have
pushed  down  U.S.  rates are having the same impact around the world, and the
Global  Fixed  Income  Series  was introduced on October 31, 1997 to allow our
investors to take advantage of those global opportunities.

Traditionally,  international  fixed  income  securities are introduced into a
portfolio for diversification reasons.  However, Manning & Napier only follows
tradition  when  it makes investment sense, and with interest rates converging
around  the  world,  diversification  as an investment rationale may be losing
some  of  its  luster.    Apart  from  diversification,  there  will always be
individual opportunities in the global fixed income marketplace.

A  more  fundamental  reason  for activating the Global Fixed Income Series is
that  it  increases  the  number  of investment opportunities available to our
accounts.    With long-term U.S. interest rates below 6%, it becomes difficult
for  accounts  to  rely  simply  on  the  domestic fixed markets to meet their
investment  objectives.    Expanding  the  universe of investment options, and
doing it within the fixed income framework that has served Manning & Napier so
well, seems to us to be a prudent course of action.

The  Series  was  activated  with  the  objective  of generating the same high
quality  fixed  income  total  returns  to  which  our  clients  have  become
accustomed.      The catalyst behind the activation of the Global Fixed Income
Series was the sell_off of Latin American debt last fall.  In our opinion, the
increase  in  Latin  American yields occurred in sympathy with the problems in
the  Pacific  Rim.    Manning  & Napier considered Latin American debt to be a
quality  investment  opportunity  because  the  economic fundamentals in Latin
America  are quite different from those in the Pacific Rim and did not justify
the sell off.

The Series cannot invest more than 20% of its assets in securities rated below
investment  grade.      At  the  end of 1997, the Latin American bonds, spread
across  Brazil,  Mexico,  and  Argentina,  fill  that  particular  niche.  The
remaining  assets  were  spread across seven different countries.   The Series
carries  a rather heavy weighting in U.S.  securities.  The rationale for this
is  our  positive overview on the U.S.  dollar, plus the opportunity to invest
in  non_U.S.  Treasury  securities, for example, "putable" corporate bonds and
selected  mortgage_backed  securities.    The  Series  also  holds an unhedged
Canadian  investment  by  which  we  intend  to take advantage of an extremely
undervalued  currency.    We expect the Italian and Spanish bonds to allow the
Series  to benefit from the relatively higher yielding government bonds of the
potential European Monetary Union (EMU) members.  The currency exposures

1
<PAGE>

Management Discussion and Analysis

 associated with these positions are partially hedged to mitigate the currency
risk.    The bonds of Australia and New Zealand were purchased because both of
these countries are characterized by very high real interest rates and Manning
&  Napier expects both countries will experience economic slowdowns associated
with  the  problems  in  the  Pacific  Rim.    Those  positions have also been
partially hedged.

From  the time that the Series opened at the end of October through the end of
1997,  it  generated  a total return of 2.00%.  That compares favorably to the
return  of  the Merrill Global Government Bond Index which had a -1.59% return
over  the same period.   The 359 basis points (3.59%) of outperformance can be
traced  to  the  heavy dollar exposure of the Global Fixed Income Series.  The
declines  in  U.S.  interest  rates  on  top  of  an  appreciating dollar made
dollar-denominated  assets  the  best performing fixed income assets.  Most of
all  though,  we should note that this initial performance, while encouraging,
covers  an  extremely  short  period of time.  It is long-term strategies, not
short-term performance, on which successful investments are based.

We  at  Manning  &  Napier  are  excited by the activation of the Global Fixed
Income Series.  It expands our universe of investment options and allows us to
employ the fixed income processes that have been so successful within the U.S.
markets to the fixed income markets around the world.

We wish you the best for a happy, healthy, and prosperous 1998.

Sincerely,


Manning & Napier Advisors, Inc.

2
<PAGE>


Performance Update as of December 31, 1997

The  value  of  a  $10,000  investment in the Manning & Napier Fund, Inc.
 - Global Fixed Income Series from its inception (10/31/97) to present 
(12/31/97) as compared to the Merill Lynch Global Government Bond Index.1

<TABLE>

<CAPTION>





Manning & Napier Fund, Inc.
Global Fixed Income Series
<S>                          <C>                 <C>            <C>

                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/97                     Investment          Cumulative     Annual
- ---------------------------  ------------------  -------------  -------

Inception 2                  $           10,200          2.00%  N/A


</TABLE>



<TABLE>

<CAPTION>





Merill Lynch Global
Government Bond Index
<S>                    <C>                 <C>            <C>

                                           Total Return
                                           -------------         
Through                Growth of $10,000                  Average
12/31/97               Investment          Cumulative     Annual
- ---------------------  ------------------  -------------  -------

Inception 2            $            9,841         -1.59%  N/A
</TABLE>



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

<TABLE>

<CAPTION>



               Manning & Napier         Merill Lynch Global
Date      Global Fixed Income Series   Government Bond Index
<S>       <C>                          <C>

10/31/97  $                    10,000  $               10,000
11/30/97  $                    10,050  $                9,853
12/31/97  $                    10,200  $                9,841
</TABLE>





1  The  unmanaged Merrill Lynch Global Government Bond Index is a market value
weighted  measure  of  approximately 544 global government bonds. The Indices'
returns  assume  reinvestment  of  dividends  and, unlike Fund returns, do not
reflect any fees or expenses.

2  The Fund and Index performance numbers are calculated from October 31,1997,
the  Fund's  inception date.  The Fund's performance is historical and may not
be indicative of future results.

3
<PAGE>


Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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

ARGENTINA - 4.31%
        Republic of Agrentina, 11.375%, 1/30/2017
          (Identified Cost $5,149,596)                   USD           5,000,000  $ 5,484,375 
                                                                                  ------------

AUSTRALIA - 6.27%
        Australian Government, 8.75%, 1/15/2001          AUD           5,320,000    3,775,435 
        Australian Government, 6.75%, 11/15/2006         AUD           6,140,000    4,200,714 
                                                                                  ------------

      TOTAL AUSTRALIAN SECURITIES
        (Identified Cost $8,587,395)                                                7,976,149 
                                                                                  ------------

BRAZIL - 9.62 %
        Federal Republic of Brazil, 10.125%, 5/15/2027
          (Identified Cost $10,757,500)                  USD          13,000,000   12,236,250 
                                                                                  ------------

CANADA - 9.27%
        Canadian Government, 4.75%, 9/15/1999            CAD           1,875,000    1,304,446 
        Canadian Government, 5.50%, 9/1/2002             CAD           1,845,000    1,297,504 
        Canadian Government, 7.25%, 6/1/2007             CAD          11,745,000    9,180,936 
                                                                                  ------------

      TOTAL CANADIAN SECURITIES
        (Identified Cost $12,074,543)                                              11,782,886 
                                                                                  ------------

SPAIN - 9.03%
        Bonos Y Oblig Del Estado, 9.40%, 4/30/1999       SP          483,000,000    3,365,505 
        Bonos Y Oblig Del Estado, 7.90%, 2/28/2002       SP          468,000,000    3,413,240 
        Bonos Y Oblig Del Estado, 7.35%, 3/31/2007       SP          632,000,000    4,710,513 
                                                                                  ------------

      TOTAL SPANISH SECURITIES
      (Identified Cost $11,775,920)                                                11,489,258 

ITALY - 9.44%
       Buoni Poliennali del Tesoro, 7.50%, 10/1/1999     ITL       6,625,000,000    3,925,399 
       Buoni Poliennali del Tesoro, 6.25%, 3/1/2002      ITL       6,700,000,000    3,970,598 
       Buoni Poliennali del Tesoro, 6.75%, 7/1/2007      ITL       6,645,000,000    4,102,087 
                                                                                  ------------

      TOTAL ITALIAN SECURITIES
      (Identified Cost $12,207,673)                                                11,998,084 
                                                                                  ------------

MEXICO - 4.65%
       United Mexican States, 11.50%, 5/15/2026
        (Identified Cost $5,679,307)                     USD           5,000,000    5,915,625 
                                                                                  ------------
</TABLE>



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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

NEW ZEALAND - 2.61%
       New Zealand Government, 6.50%, 2/15/2000           NZD        3,065,000  $ 1,742,916 
       New Zealand Government, 8.00%, 11/15/2006          NZD        2,550,000    1,573,723 
                                                                                ------------

      TOTAL NEW ZEALAND SECURITIES
       (Identified Cost $3,667,031)                                               3,316,639 
                                                                                ------------

UNITED KINGDOM - 2.29%
       United Kingdom Bond, 9.50%, 1/15/1999
       (Identified Cost $2,884,222)                       BP         1,726,500    2,906,123 
                                                                                ------------

UNITED STATES - 29.74%
      CORPORATE BONDS - 5.64%
       Motorola. Inc., 6.50%, 9/1/2025                    USD        3,000,000    3,122,379 
       Xerox Corp., 6.25%, 11/15/2026                     USD        3,990,000    4,051,957 
                                                                                ------------

      TOTAL CORPORATE BONDS
       (Identified Cost $7,125,620)                                               7,174,336 
                                                                                ------------

      U.S. GOVERNMENT AGENCY - 9.78%
       GNMA, POOL #417346, 6.00%, 4/15/2026               USD        6,093,580    5,880,305 
       GNMA, POOL #441545, 9.00%, 3/15/2027               USD        6,134,761    6,560,361 
                                                                                ------------

      TOTAL U.S. GOVERNMENT AGENCIES
       (Identified Cost $12,417,789)                                             12,440,666 
                                                                                ------------

      U.S. TREASURY SECURITIES - 14.32%
      U.S. TREASURY NOTES - 9.47%
       U.S. Treasury Note, 5.75%, 9/30/1999               USD        6,000,000    6,007,500 
       U.S. Treasury Note, 5.875%, 9/30/2002              USD        6,000,000    6,035,628 
                                                                                ------------

     TOTAL U.S. TREASURY NOTES
      (Identified Cost $12,013,522)                                              12,043,128 
                                                                                ------------

    U.S. TREASURY STRIPPED SECURITIES - 4.85%
      Interest Stripped - Principal Payment. 11/15/2002   USD        4,000,000    3,042,680 
      Interest Stripped - Principal Payment. 11/15/2017   USD       10,300,000    3,121,621 
                                                                                ------------

    TOTAL U.S. TREASURY STRIPPED SECURITIES
     (Identified Cost $6,063,342)                                                 6,164,301 
                                                                                ------------

    TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $18,076,864)                                               18,207,429 
                                                                                ------------

    TOTAL UNITED STATES SECURITIES
     (Identified Cost $37,620,273)                                               37,822,431 
                                                                                ------------
</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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

    SHORT-TERM INVESTMENTS - 10.14%
     Federal Home Loan Bank Discount  Note, 2/5/1998   $    5,000,000  $  4,972,972 
     Federal National Mortgage Corporation Discount
        Note, 2/5/1998                                      4,000,000     3,978,417 
     Dreyfus U.S. Treasury Money Market                     3,952,615     3,952,615 
                                                                       -------------

    TOTAL SHORT-TERM INVESTMENTS
     (Identified Cost $12,904,004)                                       12,904,004 
                                                                       -------------

    TOTAL INVESTMENTS - 97.37%
     (Identified Cost $123,307,464)                                    $123,831,824 

    OTHER ASSETS, LESS LIABILITIES - 2.63%                                3,339,817 
                                                                       -------------

    NET ASSETS -100%                                                   $ 127,171,64 
                                                                       =============
</TABLE>



KEY:
AUD - Austrailian Dollar
BP - British Pound
CAD - Canadian Dollar
ITL - Italian Lira
NZD - New Zealand Dollar
SP - Spanish Pesetas
USD - United States Dollar


<TABLE>

<CAPTION>




<S>                                                                <C>

FEDERAL TAX INFORMATION:

At December 31, 1996, the net unrealized appreciation based on 
identified cost for federal income tax purposes of $123,376,701 
was as follows:

Aggregate gross unrealized appreciation for all investments in
   which there was an excess of value over tax cost                 $ 2,204,668 

Aggregate gross unrealized depreciation for all investments in
   which there was an excess of tax cost over value                  (1,749,545)
                                                                   ------------

UNREALIZED APPRECIATION - NET                                       $   455,123 
                                                                   ============

</TABLE>



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

6
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>




<S>                                                               <C>

DECEMBER 31, 1997

ASSETS:

Investments, at value (Identified Cost $123,307,464)(Note 2)      $123,831,824
Foreign currency, at value (cost $310,322)                             308,600
Cash                                                                    59,930
Receivable for open forward foreign currency contracts  (Note 2)       960,625
Interest receivable                                                  2,148,567
Receivable for fund shares sold                                         35,180
                                                                  ------------

TOTAL ASSETS                                                       127,344,726
                                                                  ------------

LIABILITIES:

Accrued management fees (Note 3)                                       107,033
Accrued Directors' fees (Note 3)                                         1,667
Payable for fund shares repurchased                                     46,648
Audit fee payable                                                        8,500
Custodian fee payable                                                    6,295
Other payables and accrued expenses                                      2,942
                                                                  ------------

TOTAL LIABILITIES                                                      173,085
                                                                  ------------

NET ASSETS FOR 12,568,715 SHARES
   OUTSTANDING                                                    $127,171,641
                                                                  ============

NET ASSETS CONSIST OF:

Capital stock                                                     $    125,687
Additional paid-in-capital                                         125,563,298
Undistributed net investment income                                     21,366
Accumulated net realized gain on investments                            19,667
Net unrealized appreciation on investments, foreign currency,
  forward currency contracts, and other assets and liabilities       1,441,623
                                                                  ------------

TOTAL NET ASSETS                                                  $127,171,641
                                                                  ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($127,171,641/12,568,715 shares)                               $      10.12
                                                                  ============
</TABLE>



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

7
<PAGE>

Statement of Operations

FOR  THE  PERIOD OCTOBER 31, 1997 (COMMENCEMENT OF OPERATIONS) 
TO DECEMBER 31, 1997

<TABLE>

<CAPTION>




<S>                                                            <C>



INVESTMENT INCOME:

Interest                                                       $1,244,662 
                                                               -----------

EXPENSES:

Management fees (Note 3)                                          209,630 
Directors' fees (Note 3)                                            1,667 
Custodian fee                                                      10,000 
Audit fee                                                           8,500 
Miscellaneous                                                       2,942 
                                                               -----------

Total Expenses                                                    232,739 
                                                               -----------

NET INVESTMENT INCOME                                           1,011,923 
                                                               -----------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain (loss) on-
    Investments (identified cost basis)                            19,667 
    Foreign currency and forward foreign currency
           exchange contracts                                      (8,185)
                                                               -----------
Net realized loss on investments                                   11,482 
                                                               -----------

Net change in unrealized appreciation on -
   Investments                                                    524,360 
   Foreign currency and forward currency contracts and other
       assets and liabilities                                     917,263 
                                                               -----------
Net unrealized appreciation on investments                      1,441,623 
                                                               -----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                               1,453,105 
                                                               -----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                             $2,465,028 
                                                               ===========
</TABLE>



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

8
<PAGE>

Statement of Changes in Net Assets

<TABLE>

<CAPTION>






                                                                  For the Period
                                                              10/31/97 (commencement
                                                            of operations) to 12/31/97
                                                           ----------------------------
<S>                                                        <C>

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                      $                 1,011,923 
Net realized gain on investments                                                11,482 
Net change in unrealized appreciation on investments and
   forward foreign currency contracts                                        1,441,623 
                                                           ----------------------------
Net increase in net assets from operations                                   2,465,028 
                                                           ----------------------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE2):

From net investment income                                                    (982,372)
                                                           ----------------------------


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase in net assets from capital share
   transactions (Note 5)                                                   125,688,985 
                                                           ----------------------------

Net increase in net assets                                                 127,171,641 

NET ASSETS:

Beginning of period                                                                 -- 
                                                           ----------------------------

END OF PERIOD (including undistributed net investment
   income of $21,366)                                      $               127,171,641 
                                                           ============================
</TABLE>



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

Financial Highlights

<TABLE>

<CAPTION>





                                                            FOR THE PERIOD
                                                        10/31/97 (COMMENCEMENT
                                                      OF OPERATIONS) TO 12/31/97
                                                     ----------------------------
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
THE PERIOD):
<S>                                                  <C>

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

Income from investment operations:
   Net investment income                                                   0.081 
   Net realized and unrealized gain (loss)
      on investments                                                       0.118 
                                                     ----------------------------

Total from investment operations                                           0.199 
                                                     ----------------------------

Less distributions to shareholders:
   From net investment income                                             (0.079)
                                                     ----------------------------

NET ASSET VALUE - END OF PERIOD                      $                     10.12 
                                                     ============================

Total return 1                                                              2.00%

Ratios of expenses (to average net assets) /
    Supplemental Data:
    Expenses                                                              1.09%2 
    Net investment income                                                 4.75%2 

Portfolio turnover                                                             3%

NET ASSETS - END OF PERIOD (000'S OMITTED)           $                   127,172 
                                                     ============================

</TABLE>



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

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

10
<PAGE>

Notes to Financial Statements

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

        Shares of the Fund are offered to clients and employees of Manning &
Napier Advisors, Inc. (the Advisor) and its affiliates.  The total authorized
capital  stock  of  the Corporation consists of one billion shares of common
stock each having a par value of $0.01.  As of December 31, 1997, 940 million
shares  have  been  designated in total among 19 series, of which 50 million
have been designated as Global Fixed Income   Series Common Stock.

2.      SIGNIFICANT ACCOUNTING POLICIES
        SECURITY VALUATION
        Portfolio securities, including 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 domestic and foreign government bonds and
mortgage backed securities, will normally be valued on the basis of evaluated
bid prices provided by the Funds pricing service.

        Securities  for  which  representative  valuations or 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 approved by and
under  the general supervision and responsibility of the the Fund's Board of
Directors.

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

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

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

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


11
<PAGE>

Notes to Financial Statements
2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
        FEDERAL INCOME TAXES (continued)
The Fund uses the identified cost method for determining realized gain or
loss  on  investments  for  both  financial statement and federal income tax
reporting purposes.

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

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

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

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

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

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

12
<PAGE>

Notes to Financial Statements

2.      SIGNIFICANT ACCOUNTING POLICIES (continued)
        FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS (continued)
        The Fund regularly trades forward foreign currency exchange contracts
with off-balance sheet risk in the normal course of its investing activities
to assist in managing exposure to changes in foreign currency exchange rates.

        The notional or contractual amount of these instruments represents the
investment  the  Fund has in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.  The
measurement  of  the risks associated with forward foreign currency exchange
contracts is meaningful only when all related and offsetting transactions are
considered.  A summary of obligations for forward currency exchange contracts
outstanding as of December 31, 1997 is as follows:

<TABLE>

<CAPTION>



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

Settlement  Contracts          In Exchange   Contracts    Net Unrealized
Date        to Deliver         For           At Value     Appreciation
- ----------  -----------------  ------------  -----------  ---------------

02/04/98    Australian Dollar  $  6,194,400  $ 5,798,840  $       395,560
02/04/98    Deutsche Marks     $ 12,540,099  $11,975,034  $       565,065
</TABLE>



       On December 31, 1997, the Fund had sufficient cash and/or securities to
cover any commitments under there contracts.

3.      TRANSACTIONS WITH AFFILIATES
        The Fund has an investment advisory agreement with the Advisor, for 
which the Fund pays a fee, computed daily and payable monthly, at an annual 
rate of 1% of the Fund's average daily net assets.  The fee amounted to 
$209,630 for the  period  October  31,  1997 (commencement of operations) to 
December 31, 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 also acts as the transfer, dividend paying and shareholder
servicing  agent for the Fund.  These services are provided at no additional
cost to the Fund.

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

13
<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES (continued)
       The compensation of the non-affiliated Directors totaled $1,667 for the
period October 31, 1997 (commencement of operations) to December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES
       For the period October 31, 1997 (commencement of operations) to December
31,  1997,  purchases  and  sales  of  securities,  other than United States
Government  securities  and  short-term  securities,  were  $82,155,527  and
$2,184,000,  respectively.   Purchases and sales of United States Government
securities were $30,473,287 and $47,659, respectively.

5.     CAPITAL STOCK TRANSACTIONS
       Transactions in shares of Global Fixed Income Series were:
<TABLE>

<CAPTION>



<S>          <C>                         <C>

             For the Period
             10/31/97 (commencement of
              operations) to 12/31/97
             --------------------------               
             Shares                      Amount
             --------------------------  -------------

Sold                        12,643,992   $126,446,410 
Reinvested                      96,809        967,123 
Repurchased                   (172,086)    (1,724,548)
             --------------------------  -------------
Total                       12,568,715   $125,688,985 
             ==========================  =============
</TABLE>



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

14
<PAGE>

Independent Accountants Report

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

We have audited the accompanying statement of assets and liabilities of
Manning  &  Napier  Fund,  Inc.-  Gloabl  Fixed Income Series, including the
schedule  of portfolio investments, as of December 31, 1997, and the related
statement  of  operations,  the  statement of changes in net assets, and the
financial  highlights  for  the  period  October  31,  1997 (commencement of
operations)  to  December 31, 1997. These financial statements and financial
highlights are the responsibility of the Funds management. Our responsibility
is  to  express  an  opinion  on  these  financial  statements and financial
highlights based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards.  Those  standards  require  that we plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  financial statements and
financial  highlights  are  free of material misstatement. An audit includes
examining,  on a test basis, evidence supporting the amounts and disclosures
in  the  financial  statements.  Our  procedures  included  confirmation  of
securities owned as of December 31, 1997 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles used
and  significant  estimates  made  by  management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides
a reasonable basis for our opinion.

In  our  opinion,  the financial statements and financial highlights
referred  to  above  present fairly, in all material respects, the financial
position of the Manning & Napier Fund, Inc.- Global Fixed Income Series as of
December  31,  1997,  the  results of its operations, the changes in its net
assets,  and  the  financial  highlights  for  the  period  October 31, 1997
(commencement  of  operations)  to  December  31,  1997  in  conformity with
generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

15
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.

World Opportunities Series

Annual Report
December 31, 1997

<PAGE>

Management Discussion and Analysis


Dear Shareholders:

          Financial markets throughout the world were volatile in the last few
  months of 1997, but the World Opportunities Series still ended the year with
  a  modest  gain.    Although  the Series' holdings have been affected by the
  market  turmoil,  we  have identified many exciting investment opportunities
  which we feel have excellent potential.

      The World Opportunities Series invests in companies throughout the world
  which  fit  our  strategies  and  offer  strong potential gains.  One of our
  strategies,  the  profile  strategy,    is  to invest in companies that have
  sustainable  advantages in their markets that allow them high growth rates. 
  Our investments in telecommunications services companies fit this strategy. 
  These are companies which had been government-run monopolies and are now are
  being  privatized.   Due to the government protection they formerly enjoyed,
  they  achieved  significant  size  and  strength  but  were limited in their
  profitability.    We expect that the move towards privatization will free up
  their ability to grow earnings.

          Another  strategy,  the  hurdle  rate strategy, involves looking for
  industries  in  which  we  expect  industry-wide difficulties to lead to the
  elimination  of  some  of  the companies in that industry.  In this case, we
  invest  in  the companies which our analysis shows will be the winners after
  the situation improves.  Our holdings in pulp and paper companies illustrate
  this  strategy.    In the past, capacity was added too quickly, resulting in
  excess  supply  relative  to the demand and lower profits for pulp and paper
  companies.    In a situation like this, supply will be adjusted until supply
  and demand are in line.  We invested in two paper companies in Singapore and
  Brazil, whose production costs are much lower than many of their competitors.
  Now, with global capacity growth slowing, these companies can be expected to
  pick up market share.  In addition, we also expect the companies in which we
  invested  to  benefit  from  the  Asian  crisis  and  its aftermath as their
  production  costs  are  in  devalued  local currency, but their products are
  priced  in  U.S.  dollars.  This means that their global competitiveness has
  been significantly improved.

          The World Opportunities Series closed the year with a gain of 7.81%,
  compared  to 15.76% for the Morgan Stanley Capital International World Index
  and  33.32% for the S&P Total Return Index.  The relative performance can be
  explained  by  two factors: the Series' larger weighting in emerging markets
  and its smaller weighting in U.S. stocks.  Because the U.S. market performed
  strongly again last year, the higher weights benefited the benchmarks.

       A key point in Manning & Napier's overview has been that the U.S. stock
  market,  taken as a whole, is overvalued, and that it is therefore important
  to  look elsewhere for investment opportunities.  We are finding many stocks
  with  strong  potential  throughout the world, and we believe that the World
  Opportunities Series provides a way for shareholders to benefit from Manning
  & Napier's investment approach with holdings from around the globe.

     We wish you the best for a happy, healthy, and prosperous 1998.

     Sincerely,


     Manning & Napier Advisors, Inc.

1
<PAGE>

Performance Update as of December 31, 1997

<TABLE>

<CAPTION>





Manning & Napier Fund, Inc.
World Opportunities Series
<S>                          <C>                 <C>            <C>

                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/97                     Investment          Cumulative     Annual

One Year                     $           10,781          7.81%     7.81%
Inception 2                  $           11,301         13.01%     9.70%

</TABLE>



<TABLE>

<CAPTION>





S&P 500 Total Return Index
<S>                         <C>                 <C>            <C>

                                                Total Return
Through                     Growth of $10,000                  Average
12/31/97                    Investment          Cumulative     Annual

One Year                    $           13,332         33.32%    33.32%
Inception 2                 $           15,165         51.65%    37.07%

</TABLE>



<TABLE>

<CAPTION>





Morgan Stanley Capital
International World Index
<S>                        <C>                 <C>            <C>

                                               Total Return
Through                    Growth of $10,000                  Average
12/31/97                   Investment          Cumulative     Annual

One Year                   $           11,576         15.76%    15.76%
Inception 2                $           12,578         25.78%    18.97%

</TABLE>



The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
World Opportunities Series from its inception (9/6/96) to present (12/31/97)
as  compared  to  the Standard & Poor's (S&P) 500 Total Return Index and the
Morgan Stanley Capital International World Index. 1

<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>




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

09/06/96                      10,000              10,000                     10,000
09/30/96                      10,040              10,497                     10,390
12/31/96                      10,482              11,372                     10,865
03/31/97                      11,026              11,677                     10,896
06/30/97                      12,866              13,714                     12,536
09/30/97                      12,702              14,741                     12,895
12/31/97                      11,301              15,165                     12,578
</TABLE>






1  The  Standard & Poor (S&P) 500 Total Return Index is an unmanaged
capitalization-weighted  measure  of 500 widely held common stocks listed on
the  New  York Stock Exchange, American Stock Exchange, and Over-the-Counter
market.    The Morgan Stanley Capital International World Index is an market
capitalization-weighted measure of the total return of 1,560 companies listed
on  the stock exchanges of the United States, Europe, Canada, Australia, New
Zealand and the Far East.  The Morgan Stanley Capital International Index is
denominated  in  U.S.  Dollars.  The Indices' returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees or expenses.

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

2
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




                                                              Value
                                                 Shares      (Note 2)
                                               ----------  ------------
COMMON STOCK - 94.5%
<S>                                            <C>         <C>

AMUSEMENT & RECREATIONAL SERVICES - 3.6%
   Resorts World Bhd. (Malaysia)                2,050,000  $ 3,465,101 
                                                           ------------

APPLIANCES - 1.7%
   Brasmotor S.A. (Brazil)                     16,800,000    1,655,919 
                                                           ------------

BEVERAGES - 2.6%
   Vitasoy International Holdings Ltd.          5,810,000    2,455,721 
   (Hong Kong)                                             ------------


BROADCAST SERVICES - 6.1%
   Groupe AB S.A.* - ADR (France)                 545,500    3,511,656 
   Television Broadcasts Ltd. (Hong Kong)         800,000    2,281,781 
                                                           ------------
                                                             5,793,437 
                                                           ------------

CHEMICALS & ALLIED PRODUCTS - 13.3%
   Celltech plc* (United Kingdom)                 450,000    2,202,512 
   Novartis AG - ADR (Switzerland)                 70,000    5,687,150 
   Orion-yhtyma OY - B Shares (Finland)           182,000    4,810,740 
                                                           ------------
                                                            12,700,402 
                                                           ------------

COMPUTER EQUIPMENT - 2.8%
  Varitronix International Ltd. (Hong Kong)     1,551,000    2,662,288 
                                                           ------------

DIAMONDS - 2.1%
   De Beers Centenary AG - ADR (South Africa)     100,000    2,043,750 
                                                           ------------

ELECTRONICS & ELECTRICAL EQUIPMENT - 6.5%
   Coleman Company, Inc.* (United States)         134,000    2,152,375 
   Toshiba Corp. (Japan)                          300,000    1,245,843 
   VTech Holdings Ltd. (Hong Kong)                930,000    2,742,590 
                                                           ------------
                                                             6,140,808 
                                                           ------------

FOOD - MISCELLANEOUS - 7.7%
   Diageo plc (United Kingdom)                    485,504    4,469,013 
   Nestle S.A. (Switzerland)                        1,920    2,872,206 
                                                           ------------
                                                             7,341,219 
                                                           ------------

HOLDING COMPANIES - 1.0%
   C.P. Pokphand Co. (Hong Kong)                5,899,000      928,816 
                                                           ------------
</TABLE>



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

3
<PAGE>

Investment Poerfolio - December 31, 1997

<TABLE>

<CAPTION>





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


INDUSTRIAL & COMMERCIAL MACHINERY - 4.9%
   Creative Technology Ltd.* (Singapore)               183,000  $ 4,026,000 
   First Tractor Company Ltd.* (Hong Kong)           1,006,000      606,976 
                                                                ------------
                                                                  4,632,976 
                                                                ------------

NONDEPOSITORY CREDIT INSTITUTIONS - 5.3%
   Takefuji Corp. (Japan)                              110,000    5,039,201 
                                                                ------------

PAPER & ALLIED PRODUCTS - 6.8%
   Aracruz Celulose S.A. - ADR (Brazil)                200,000    2,875,000 
   Asia Pulp & Paper Company Ltd. - ADR
      (Singapore)                                      355,000    3,572,188 
                                                                ------------
                                                                  6,447,188 
                                                                ------------

PETROLEUM REFINING - 1.9%
   YPF Sociedad Anonima - ADR (Argentina)               53,500    1,829,031 
                                                                ------------

PHOTOGRAPHIC EQUIPMENT & SUPPLIES - 2.6%
   Eastman Kodak Co. (United States)                    41,000    2,493,312 
                                                                ------------

TELECOMMUNICATIONS SERVICES - 24.7%
   Compania Anonima Nacional Telefonica de
     Venezuela (CANTV) - ADR (Venezuela)                95,000    3,954,375 
   France Telecom S.A.* - ADR (France)                 144,000    5,184,000 
   Telecom Italia S.p.A. - ADR (Italy)                  85,000    5,440,000 
   Telecommunicacoes Brasileiras S.A. (Telebras) -
     ADR (Brazil)                                       40,000    4,657,500 
   Vimpel-Communications - ADR* (Russia)               120,000    4,275,000 
                                                                ------------
                                                                 23,510,875 
                                                                ------------

TOBACCO - 0.9%
   PT Hanjaya Mandala Sampoerna (Indonesia)          1,070,000      821,937 
                                                                ------------

TOTAL COMMON STOCK
   (Identified Cost $94,475,675)                                 89,961,981 
                                                                ------------

SHORT-TERM INVESTMENTS - 1.8%
   Dreyfus U.S. Treasury Money Market
   (Identified Cost $1,692,945)                      1,692,945    1,692,945 
                                                                ------------

TOTAL INVESTMENTS - 96.3%
   (Identified Cost $96,168,620)                                 91,654,926 

OTHER ASSETS, LESS LIABILITIES - 3.7%                             3,560,025 
                                                                ------------

NET ASSETS -100%                                                $95,214,951 
                                                                ============
</TABLE>



*Non-income producing security.

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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





FEDERAL TAX INFORMATION:
<S>                                                                <C>

At December 31, 1997, the net unrealized depreciation based on 
identified cost for federal income tax purposes of $96,677,851 
was as follows:

Aggregate gross unrealized appreciation for all investments
   in which there was an excess of value over tax cost             $ 12,225,310 

Aggregate gross unrealized depreciation for all investments
   in which there was an excess of tax cost over value              (17,248,235)
                                                                  -------------

UNREALIZED DEPRECIATION - NET                                      $ (5,022,925)
                                                                  =============
</TABLE>



<TABLE>

<CAPTION>



COUNTRY ALLOCATION (AS A PERCENT OF NET ASSETS):
<S>                                               <C>

Argentina                                          1.9%
Brazil                                             9.6%
Finland                                            5.0%
France                                             9.1%
Hong Kong                                         12.4%
Indonesia                                          0.9%
Italy                                              5.7%
Japan                                              6.6%
Malaysia                                           3.6%
Singapore                                          8.0%
South Africa                                       2.1%
Switzerland                                        9.0%
Russia                                             4.5%
United Kingdom                                     7.0%
United States                                      4.9%
Venezuela                                          4.2%
                                                  -----

Total Common Stock                                94.5%
                                                  =====

</TABLE>



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

5
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>





DECEMBER 31, 1997
<S>                                                             <C>

ASSETS:

Investments, at value (Identified Cost $96,168,620) (Note 2)    $91,654,926 
Foreign currency, at value (cost $3,113,927)                      2,911,581 
Cash                                                                 57,320 
Receivable for open forward foreign currency
   contracts (Note 2)                                               651,915 
Receivable for fund shares sold                                      35,970 
Dividends receivable                                                 18,040 
Foreign tax reclaims receivable                                      10,993 
Prepaid Expense                                                       3,726 
                                                                ------------

TOTAL ASSETS                                                     95,344,471 
                                                                ------------

LIABILITIES:

Accrued management fees (Note 3)                                     78,592 
Accrued Directors' fees (Note 3)                                      1,566 
Payable for fund shares repurchased                                  24,711 
Audit fee payable                                                    12,387 
Custodian fee payable                                                11,692 
Other payables and accrued expenses                                     572 
                                                                ------------

TOTAL LIABILITIES                                                   129,520 
                                                                ------------

NET ASSETS FOR 9,755,164 SHARES OUTSTANDING                     $95,214,951 
                                                                ============

NET ASSETS CONSIST OF:

Capital stock                                                   $    97,552 
Additional paid-in-capital                                       98,536,807 
Undistributed net investment income                                 183,266 
Accumulated net realized gain on investments                        461,471 
Net unrealized appreciation on investments, foreign currency,
      forward foreign currency exchange contracts, and other
       assets and liabilities                                    (4,064,145)
                                                                ------------

TOTAL NET ASSETS                                                $95,214,951 
                                                                ============

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE - CLASS A
  ($95,214,951/9,755,164 shares)                                $      9.76 
                                                                ============
</TABLE>



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

6
<PAGE>



Statement of Operations

<TABLE>

<CAPTION>




FOR THE YEAR ENDED DECEMBER 31, 1997
<S>                                                         <C>

INVESTMENT INCOME:

Dividends (net of withholding)                              $ 1,435,732 
Interest                                                        360,982 
                                                            ------------

Total Investment Income                                       1,796,714 
                                                            ------------

EXPENSES:

Management fees (Note 3)                                        923,011 
Directors' fees (Note 3)                                          8,166 
Custodian fee                                                    78,000 
Registration and filing fee                                      23,384 
Audit fee                                                        20,000 
Miscellaneous                                                    10,295 
                                                            ------------

Total Expenses                                                1,062,856 
                                                            ------------

NET INVESTMENT INCOME                                           733,858 
                                                            ------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on -
    Investments (identified cost basis)                      10,089,322 
    Foreign currency and forward foreign currency
      exchange contracts                                      1,547,654 
                                                            ------------

Net realized gain on investments                             11,636,976 
                                                            ------------

Net change in unrealized appreciation (depreciation) on -
      Investments                                            (7,241,562)
      Foreign currency, forward foreign currency exchange
         contracts, and other assets and liabilities             64,613 
                                                            ------------

Net unrealized depreciation on investments                   (7,176,949)
                                                            ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                             4,460,027 
                                                            ------------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                          $ 5,193,885 
                                                            ============
</TABLE>



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

7
<PAGE>




Statement of Changes in Net Assets

<TABLE>

<CAPTION>





                                                                           For the Period
                                                                               9/6/96
                                                                           (commencement
                                                          For the Year     of operations)
                                                         Ended 12/31/97     to 12/31/96
                                                        ----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>

OPERATIONS:

Net investment income                                   $       733,858   $       367,076 
Net realized gain on investments                             11,636,976            93,389 
Net change in unrealized appreciation (depreciation)
   on investments                                            (7,176,949)        3,112,804 
                                                        ----------------  ----------------

Net increase in net assets from operations                    5,193,885         3,573,269 
                                                        ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                     (730,313)         (370,123)
From net realized gain on investments                       (11,273,357)          (68,711)
                                                        ----------------  ----------------

Total distributions to shareholders                         (12,003,670)         (438,834)
                                                        ----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase in net assets from capital share
   transactions (Note 5)                                     24,686,416        74,203,885 
                                                        ----------------  ----------------

Net increase in net assets                                   17,876,631        77,338,320 

NET ASSETS:

Beginning of period                                          77,338,320                -- 
                                                        ----------------  ----------------

END OF PERIOD (including undistributed net investment
   income of $3,545 and $0, respectively)               $    95,214,951   $    77,338,320 
                                                        ================  ================
</TABLE>



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

8
<PAGE>


Financial Highlights

<TABLE>

<CAPTION>








                                                                           For the Period 9/6/96
                                                       For the Year    (commencement of operations)
                                                      Ended 12/31/97            to 12/31/96
                                                     ----------------  -----------------------------
<S>                                                  <C>                <C>
PER SHARE DATA (FOR A SHARE OUTSTANDING THROUGHOUT
EACH PERIOD):
NET ASSET VALUE - BEGINNING  OF PERIOD                    $10.42                  $10.00
                                                     ----------------  -----------------------------

Income from investment operations:
Net investment income                                     0.086                    0.051
Net realized and unrealized gain on investments           0.669                    0.429
                                                     ----------------  -----------------------------

Total from investment operations                          0.755                    0.480
                                                     ----------------  -----------------------------

Less distributions to shareholders:
From net investment income                               (0.086)                  (0.051)
From net realized gain on investments                    (1.329)                  (0.009)
                                                     ----------------  -----------------------------

Total distributions to shareholders                      (1.415)                  (0.060)
                                                     ----------------  -----------------------------

NET ASSET VALUE - END OF PERIOD                           $9.76                   $10.42
                                                     ================  =============================

Total return1                                             7.81%                    4.82%

Ratios of expenses (to average net assets) /
Supplemental Data:
Expenses                                                  1.15%                   1.17%2
Net investment income                                     0.79%                   1.54%2

Portfolio turnover                                         62%                      1%

Average commission rate paid                             $0.0101                  $0.0065

NET ASSETS - END OF PERIOD (000'S OMITTED)               $95,215                  $77,338
                                                     ================  =============================
</TABLE>




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

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

9
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION

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


The Fund is authorized to issue five classes of shares (Class, A, B,
C,  D,  and  E).      Currently, only Class A shares have been issued.  Each
class  of  shares are  substantially the same, except that class-specific
distribution and shareholder  servicing expenses are borne by the specific
class of shares to which they relate.

Shares of the Fund are offered to clients and employees of Manning &
Napier Advisors,  Inc. (The Advisor) and its affiliates.  The total
authorized  capital  stock of the Corporation consists of one billion
shares of common stock each having a par value of $0.01.  As of December
31,  1997,  940  million  shares  have been designated     in total among 19
series, of which 37.5 million have been designated as World     Opportunities
Series Class A Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

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

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

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

10
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FEDERAL INCOME TAXES

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

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

     DISTRIBUTIONS OF INCOME AND GAINS

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

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

For the year ended December 31, 1997, the Fund distributed $2,011,720 of
long-term capital gains, all of which representes 28% rate gain.

     FOREIGN CURRENCY TRANSLATION

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

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


11
<PAGE>

Notes to Financial Statemetns

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

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

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

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

The notional or contractual amount of these instruments represents the
investment  the  Fund has in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.  The
measurement  of  the risks associated with forward foreign currency exchange
contracts is meaningful only when all related and offsetting transactions are
considered.  A summary of obligations for forward currency exchange contracts
outstanding as of December 31, 1997 is as follows:

<TABLE>

<CAPTION>




                                                     Net unrealized
Settlement  Contracts     In Exchange   Contracts    Appreciation/
   Date     to Deliver        For        At Value    (Depreciation)
- ----------  ------------  ------------  ----------  ----------------
<C>         <S>           <C>           <C>         <C>

  01/09/98  French Franc  $  2,052,335  $2,004,000  $         48,335
  01/09/98  French Franc     2,468,085   2,421,500            46,585
  01/09/98  Japanese Yen     3,145,695   2,910,124           235,571
  01/09/98  Japanese Yen     3,218,501   2,971,389           247,112
  01/09/98  Swiss Francs     2,797,203   2,736,644            60,559
  01/09/98  Swiss Francs     1,382,075   1,368,322            13,753
</TABLE>



On December 31, 1997, the Fund had sufficient cash and/or securities to
cover any commitments under these contracts.

12
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     OPTION CONTRACTS

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

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

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

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

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

13
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     OPTION CONTRACTS (CONTINUED)

The  measurement  of  the  risks associated with option contracts is
meaningful only when all related and offsetting transactions are considered. 
A summary of obligations for option contracts for the year ended December 31,
1997 is as follows:

WRITTEN PUT OPTIONS

                                Shares     Amount

     Options written              400     $318,789
     Options expired             (400)    (318,789)
                                ------    ---------
     Balance, December 31, 1997     0     $      0
                                ======    =========

     OTHER

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


3.     TRANSACTIONS WITH AFFILIATES

The Fund has an investment advisory agreement with the Advisor, for which
the  Fund pays  a fee, computed daily and payable monthly, at an annual rate
of  1% of the Fund's average daily net assets.  The fee amounted to $923,011
for the year ended December 31, 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 also acts as the transfer, dividend paying and shareholder
servicing  agent for the Fund.  These services are provided at no additional
cost to the Fund.


14
<PAGE>

Notes to Financial Statements

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

The compensation of the non-affiliated Directors totaled $8,166 for the
year ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities,
other  than  United  States Government securities and short-term securities,
were $67,264,949 and $50,858,656, respectively.

5.     CAPITAL STOCK TRANSACTIONS

Transactions in shares of World Opportunities Series Class A Shares were:

<TABLE>

<CAPTION>




                                             For the Period 9/6/96
              For the Year                      (commencement of
             Ended 12/31/97                 operations) to 12/31/96
             ---------------                ------------------------        
<S>          <C>              <C>           <C>                       <C>

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

Sold              1,618,889   $19,147,297                 7,582,503   $75,856,659 
Reinvested        1,260,495    11,848,761                    43,147       433,194 
Repurchased        (543,078)   (6,309,642)                 (206,792)   (2,085,968)
             ---------------  ------------  ------------------------  ------------
Total             2,336,306   $24,686,416                 7,418,858   $74,203,885 
             ===============  ============  ========================  ============
</TABLE>




6.     FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments
involves  special  risks  and  considerations  not typically associated with
investing  in  securities  of  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 of those securities of comparable domestic
companies and the United States Government.


15
<PAGE>

Independent Accountants Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund,  Inc.-  World  Opportunities Series, including the
  schedule  of portfolio investments, as of December 31, 1997, and the related
  statement of operations for the year then ended, the statement of changes in
  net  assets  for  the  year  then  ended  and  the  period September 6, 1996
  (commencement  of  operations)  to  December  31,  1996,  and  the financial
  highlights  for  each  of  the periods indicated in the financial highlights
  table  herein.  These  financial statements and financial highlights are the
  responsibility  of the Funds management. Our responsibility is to express an
  opinion  on these financial statements and financial highlights based on our
  audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
  securities owned as of December 31, 1997 by correspondence with the custodian
  and brokers. An audit also includes assessing the accounting principles used
  and  significant  estimates  made  by  management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

          In  our  opinion,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position of the Manning & Napier Fund, Inc.- World Opportunities Series as of
  December 31, 1997, the results of its operations for the year then ended, the
  changes in its net assets for the year then ended and the period September 6,
  1996  (commencement  of  operations) to December 31, 1996, and the financial
  highlights for the each of the periods indicated in the financial highlights
  table herein in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

16
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.
Small Cap Series

Annual Report
December 31, 1997

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

       The end of 1997 was a difficult period in the markets with a great deal
of volatility, particularly in response to trouble in foreign markets.  Often
during uncertain times like this, investors look for what they perceive to be
sure  things,  such  as  bonds  or  blue-chip stocks, and shy away from more
volatile  investments.    This  flight  to quality can punish investments in
relatively  volatile  sectors  of the market, such as small company stocks. 
After  strong performance in the first three quarters of 1997, the Small Cap
Series suffered late in the year for this reason.

       The silver lining is that setbacks in the small cap market have created
better  bargains  than  are  generally available in the overpriced large cap
market.    An  example  is  the  ability to buy higher growth-rate stocks at
cheaper  valuations  when  compared  to the large cap market.  By the end of
1997,  the  S&P  500 Index, with a projected earnings growth rate of 7%, was
trading  at  over 21 times 1998 forecasted earnings.  In contrast, the small
cap  Russell  2000  Index offered higher growth rates at a lower price, with
earnings  growth  projected  to  be  16%, while the index traded at 19 times
projected 1998 earnings.  We believe the valuations are even more compelling
in  the  Small  Cap Series, in which we project aggregate earnings growth of
over 17%, while the fund is trading at only less than 16 times projected 1998
earnings.

       Markets can be driven by investor sentiment and momentum in the short
run,  but  ultimately  prices must be reconciled to the fundamental value of
underlying  assets  and  earnings.   One benefit of this contrast is that if
sentiment  and  momentum  were  always  in synch with long-term, fundamental
trends, there would never be any opportunities.  Our ability to secure higher
growth  rates at cheaper prices is a clear indication that we are continuing
to  follow  the  disciplines  of our equity selection strategies, and we are
confident that buying fundamental value will once again prove to be a winning
investment strategy in the long run, as it has always been in the past.


     We wish you the best for a happy, healthy, and prosperous 1998.

     Sincerely,


     Manning & Napier Advisors, Inc.

1
<PAGE>

Management Discussion and Analysis

<graphic>
<pie chart>

Data for chart to follow:

<TABLE>

<CAPTION>



Portfolio Composition*- As of 12/31/97

<S>                                     <C>

Chemical & Allied Products               3.3%
Computer Equipment                       4.3%
Direct Mail Advertising Services         4.8%
Electronics & Electrical Equipment       8.9%
Glass Products                           3.9%
Industrial & Commercial Machinery        5.3%
Paper Mills                              3.8%
Primary Metal Industries                 7.2%
Printing & Publishing                    9.6%
Retail                                   7.7%
Software                                10.3%
Technical Instruments                    5.7%
Transportation Equipment                 9.1%
Miscellaneous **                        16.1%


**Miscellaneous includes:
Agricultural Products
Amusement and Recreation Services
Cash, short-term investments and
  liabilities less other assets
Holding Companies
Manufacturing - Miscellaneous
Motion Picture Production
Plastic Products-Miscellaneous
Telecommunications
Textile Mill Products
Training & Education

</TABLE>


*As a percentage of net assets

2
<PAGE>
Performance Update as of December 31, 1997

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc. -
Small Cap Series
                                                   Total Return
Through                        Growth of $10,000                  Average
12/31/97                           Investment       Cumulative     Annual
<S>                            <C>                 <C>            <C>

One Year                       $           11,229         12.29%    12.29%
Five Year                      $           17,561         75.61%    11.91%
Inception 2                    $           20,388        103.88%    13.37%
</TABLE>




<TABLE>

<CAPTION>




S&P 500 Total Return Index

                                                Total Return
Through                     Growth of $10,000                  Average
12/31/97                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           13,332         33.32%    33.32%
Five Year                   $           25,112        151.12%    20.21%
Inception 2                 $           26,944        169.44%    19.08%

</TABLE>




The value of a $10,000 investment in the Manning & Napier Fund, Inc. -
Small Cap Series from its current activation (4/30/92) to present (12/31/97)
as compared to the Standard & Poor's (S&P) 500 Total Return Index. 1

<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>




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

04/30/92                             10,000                      10,000
12/31/92                             11,610                      10,725
12/31/93                             13,317                      11,799
12/31/94                             14,383                      11,959
12/31/95                             16,497                      16,437
12/31/96                             18,156                      20,206
12/31/97                             20,388                      26,944
</TABLE>




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

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

3
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




                                                                Value
                                                   Shares      (Note 2)
                                                  ---------  ------------
COMMON STOCK - 99.0%
<S>                                               <C>        <C>

AGRICULTURAL PRODUCTION - 1.5%
   Sylvan, Inc.*                                    134,075  $ 1,877,050 
                                                             ------------

AMUSEMENT & RECREATION SERVICES - 1.7%
  Grand Casinos, Inc.*                              155,000    2,111,875 
                                                             ------------

CHEMICAL & ALLIED PRODUCTS - 3.3%
   Orion-yhtyma OY - B Shares (Finland) (Note 6)    154,000    4,070,627 
                                                             ------------

COMPUTER EQUIPMENT - 4.3%
   Bell & Howell Co.*                               218,000    5,272,875 
                                                             ------------

DIRECT MAIL ADVERTISING SERVICES - 4.8%
   Harte-Hanks Communications, Inc.                 159,000    5,902,875 
                                                             ------------

ELECTRONICS &ELECTRICAL EQUIPMENT - 8.9%
   Coleman Company, Inc.*                           314,800    5,056,475 
   Glenayre Technologies, Inc.*                     235,000    2,320,625 
   Harman International Industries, Inc.             80,500    3,416,219 
                                                             ------------
                                                              10,793,319 
                                                             ------------

GLASS PRODUCTS - 3.9%
   Libbey, Inc.                                     125,000    4,734,375 
                                                             ------------

HOLDING COMPANIES - 1.0%
   C.P. Pokphand Co. (Hong Kong) (Note 6)         7,400,000    1,165,154 
                                                             ------------

INDUSTRIAL & COMMERCIAL MACHINERY - 5.3%
   Comfort Systems USA, Inc.*                       160,000    3,160,000 
   NN Ball & Roller, Inc.                           360,000    3,195,000 
                                                             ------------
                                                               6,355,000 
                                                             ------------

MANUFACTURING - MISCELLANEOUS - 2.2%
   Penn Engineering & Manufacturing Corp.           111,000    2,664,000 
                                                             ------------

MOTION PICTURE PRODUCTION - 1.8%
   Groupe AB SA*- ADR (Note 6)                      333,000    2,143,687 
                                                             ------------

PAPER MILLS - 3.8%
   Schweitzer-Mauduit International, Inc.           122,850    4,576,162 
                                                             ------------

PLASTIC PRODUCTS - MISCELLANEOUS - 0.4%
   Pt Tri Polyta Indonesia - ADR (Note 6)           746,950      513,528 
                                                             ------------
</TABLE>



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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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


PRIMARY METAL INDUSTRIES - 7.2%
   American Superconductor Corp.*         186,000  $ 1,581,000 
   Gibraltar Steel Corp.*                 183,000    3,614,250 
   Wolverine Tube, Inc.*                  114,000    3,534,000 
                                                   ------------
                                                     8,729,250 
                                                   ------------

PRINTING & PUBLISHING - 9.6%
   Big Flower Holdings, Inc.*             100,000    2,412,500 
   CMP Media, Inc. - Class A*             210,000    3,622,500 
   Scholastic Corp.*                      150,000    5,625,000 
                                                   ------------
                                                    11,660,000 
                                                   ------------

RETAIL - 7.7%
   RETAIL - RECREATIONAL GOODS - 1.5%
   West Marine, Inc.*                      82,175    1,838,666 
                                                   ------------

   RETAIL - SPECIALTY STORES - 6.2%
   Hancock Fabrics, Inc.                  213,500    3,095,750 
   Loehmanns Holdings, Inc.*              275,000    1,581,250 
   Talbots, Inc.                          155,000    2,809,375 
                                                   ------------
                                                     7,486,375 
                                                   ------------
                                                     9,325,041 
                                                   ------------

SOFTWARE - 10.3%
   Apache Medical Systems, Inc.*          502,350      643,661 
   Broderbund Software, Inc.*             157,000    4,023,125 
   Electronic Arts, Inc.*                  79,000    2,987,188 
   HCIA, Inc.*                            280,000    3,325,000 
   Symantec Corp.*                         70,000    1,535,625 
                                                   ------------
                                                    12,514,599 
                                                   ------------

TECHNICAL INSTRUMENTS & SUPPLIES - 5.7%
   OPTICAL SUPPLIES - 2.9%
   Sola International, Inc.*              108,000    3,510,000 
                                                   ------------

   SURGICAL & MEDICAL INSTRUMENTS - 2.8%
   CardioGenesis Corp.*                   121,425      758,906 
   Eclipse Surgical Technologies, Inc.*   227,000    1,333,625 
   Physio-Control International Corp.*     85,000    1,349,375 
                                                   ------------
                                                     3,441,906 
                                                   ------------
                                                     6,951,906 
                                                   ------------
</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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

TELECOMMUNICATIONS - 2.0%
   Vimpel-Communications - ADR* (Note 6)                     68,000  $  2,422,500 
                                                                     -------------

TEXTILE MILL PRODUCTS - 2.9%
   Albany International Corp. - Class A                     155,000     3,565,000 
                                                                     -------------

TRAINING & EDUCATION - 1.6%
   Firearms Training Systems, Inc.*                         370,000     1,919,375 
                                                                     -------------

TRANSPORTATION EQUIPMENT - 9.1%
   Arctic Cat, Inc.                                         340,000     3,293,750 
   Federal Signal Corp.                                     167,000     3,611,375 
   Miller Industries, Inc.*                                 389,500     4,187,125 
                                                                     -------------
                                                                       11,092,250 
                                                                     -------------

TOTAL COMMON STOCK
  (Identified Cost $122,115,059)                                      120,360,448 
                                                                     -------------

SHORT-TERM INVESTMENTS - 1.7%
   Federal National Mortgage Association
      Discount Note, 1/14/1998                   $        1,000,000       997,949 
   Dreyfus U.S. Treasury Money Market Reserves            1,025,605     1,025,605 
                                                                     -------------

TOTAL SHORT-TERM INVESTMENTS
 (Identified Cost $2,023,554)                                           2,023,554 
                                                                     -------------

TOTAL INVESTMENTS - 100.7%
   (Identified Cost $124,138,613)                                     122,384,002 

LIABILITIES, LESS OTHER ASSETS - (0.7)%                                  (783,976)
                                                                     -------------

NET ASSETS - 100%                                                    $121,600,026 
                                                                     =============
</TABLE>



* Non-income producing security

<TABLE>

<CAPTION>




FEDERAL TAX INFORMATION:
<S>                                                                   <C>

At December 31, 1997, the net unrealized depreciation 
based on identified cost for federal
income tax purposes of $124,138,613 was as follows:

Aggregate gross unrealized appreciation for all investments
   in which there was an excess of value over tax cost                 $ 12,572,853 

Aggregate gross unrealized depreciation for all investments
   in which there was an excess of tax cost over value                  (14,327,464)
                                                                       -------------

UNREALIZED DEPRECIATION - NET                                           ($1,754,611)
                                                                       =============

</TABLE>



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

6
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>





DECEMBER 31, 1997
<S>                                                             <C>

ASSETS:

Investments, at value (Identified Cost $124,138,613)(Note 2)    $122,384,002 
Foreign currency, at value (cost $65,177)                             64,936 
Cash                                                                  73,935 
Receivable for open forward foreign currency
   contracts (Note 2)                                                 29,404 
Dividends receivable                                                  49,322 
Receivable for fund shares sold                                       31,380 
Prepaid expense                                                        4,637 
                                                                -------------

TOTAL ASSETS                                                     122,637,616 
                                                                -------------

LIABILITIES:

Accrued management fees (Note 3)                                     104,186 
Accrued Directors' fees (Note 3)                                       1,676 
Payable for securities purchased                                     874,372 
Payable for fund shares repurchased                                   24,654 
Audit fee payable                                                     16,165 
Registration and filing fees payable                                  10,820 
Other payables and accrued expenses                                    5,717 
                                                                -------------

TOTAL LIABILITIES                                                  1,037,590 
                                                                -------------

NET ASSETS FOR 10,087,625 SHARES
   OUTSTANDING                                                  $121,600,026 
                                                                =============

NET ASSETS CONSIST OF:

Capital stock                                                   $    100,876 
Additional paid-in-capital                                       116,476,006 
Accumulated net realized gain on investments                       6,748,399 
Net unrealized depreciation on investments, foreign currency,
    forward foreign currency exchange contracts, and other
    assets and liabilities                                        (1,725,255)
                                                                -------------

TOTAL NET ASSETS                                                $121,600,026 
                                                                =============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($121,600,026/10,087,625 shares)                             $      12.05 
                                                                =============

</TABLE>



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

7
<PAGE>


Statement of Operations

<TABLE>

<CAPTION>



FOR THE YEAR ENDED DECEMBER 31, 1997
<S>                                                         <C>

INVESTMENT INCOME:

Interest                                                    $   597,626 
Dividends                                                       519,431 
                                                            ------------

Total Investment Income                                       1,117,057 
                                                            ------------


EXPENSES:

Management fees (Note 3)                                      1,169,030 
Directors' fees (Note 3)                                          8,249 
Custodian fee                                                    27,200 
Audit fee                                                        22,566 
Printing and postage fees                                        10,870 
Miscellaneous                                                    20,640 
                                                            ------------

Total Expenses                                                1,258,555 
                                                            ------------

NET INVESTMENT INCOME                                          (141,498)
                                                            ------------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on -
   Investments (identified cost basis)                       21,251,356 
   Foreign currency and forward foreign currency
      exchange contracts                                         93,374 
                                                            ------------
Net realized gain on investments                             21,344,730 
                                                            ------------

Net change in unrealized appreciation (depreciation) on -
   Investments                                               (8,887,628)
   Foreign currency, forward foreign currency exchange
       contracts, and other assets and liabilities               29,337 
                                                            ------------
Net change in unrealized depreciation on investments         (8,858,291)
                                                            ------------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS                                            12,486,439 
                                                            ------------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                          $12,344,941 
                                                            ============
</TABLE>


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

8
<PAGE>


Statement of Changes in Net Assets

<TABLE>

<CAPTION>




                                                          For the Year      For the Year
                                                         Ended 12/31/97    Ended 12/31/96
                                                        ----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                     <C>               <C>

OPERATIONS:

Net investment income (loss)                            $      (141,498)  $       353,895 
Net realized gain on investments                             21,344,730         5,120,431 
Net change in unrealized appreciation (depreciation)
    on investments                                           (8,858,291)        9,285,634 
                                                        ----------------  ----------------

Net increase in net assets from operations                   12,344,941        14,759,960 
                                                        ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                      (83,196)         (271,530)
From net realized gain on investments                       (13,639,201)       (7,753,635)
In excess of net realized gain on investments                        --          (814,852)
                                                        ----------------  ----------------

Total distributions to shareholders                         (13,722,397)       (8,840,017)
                                                        ----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5)                                     22,289,055       (48,234,558)
                                                        ----------------  ----------------

Net increase (decrease) in net assets                        20,911,599       (42,314,615)

NET ASSETS:

Beginning of period                                         100,688,427       143,003,042 
                                                        ----------------  ----------------

END OF PERIOD (including undistributed net investment
   income of $0 and $82,416, respectively)              $   121,600,026   $   100,688,427 
                                                        ================  ================
</TABLE>



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

9
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>






                                                 For the Years Ended
                                                 12/31/97    12/31/96    12/31/95    12/31/94    12/31/93
Per share data (for a share outstanding
throughout each period ):
<S>                                             <C>         <C>         <C>         <C>         <C>

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

Income from investment operations:
   Net investment income (loss)                    (0.015)      0.045      (0.004)     (0.066)     (0.040)
   Net realized and unrealized gain
    on investments                                  1.502       1.112       1.934       1.051       1.700 
                                                ----------  ----------  ----------  ----------  ----------

Total from investment operations                    1.487       1.157       1.930       0.985       1.660 
                                                ----------  ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income                      (0.009)     (0.035)         --          --          -- 
   From net realized gain on investments           (1.518)     (0.889)     (2.900)     (0.585)     (0.380)
In excess of net realized gain on investments          --      (0.093)         --          --          -- 
                                                ----------  ----------  ----------  ----------  ----------

Total distributions to shareholders                (1.527)     (1.017)     (2.900)     (0.585)     (0.380)
                                                ----------  ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD                 $   12.05   $   12.09   $   11.95   $   12.92   $   12.52 
                                                ==========  ==========  ==========  ==========  ==========

Total return1                                       12.29%      10.06%      14.70%       8.01%      14.64%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses                                         1.07%       1.08%       1.07%       1.10%       1.13%
    Net investment income (loss)                   (0.12)%       0.29%     (0.03)%     (0.58)%     (0.43)%

Portfolio turnover                                     94%         31%         77%         31%         12%

Average commission rate paid2                   $  0.0224   $  0.0291   $  0.0500           -           - 

NET ASSETS - END OF PERIOD  (000'S OMITTED)     $ 121,600   $ 100,688   $ 143,003   $ 105,522   $  70,734 
                                                ==========  ==========  ==========  ==========  ==========
</TABLE>




1Represents aggregate total return for the period indicated.

2Average  commission  rate is calculated for Funds with fiscal years
beginning on or after January 1, 1995.

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

10
<PAGE>


Notes to Financial Statements

1.     ORGANIZATION

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

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

The Fund is authorized to issue five classes of shares (Class A, B, C, D,
and  E).    Currently,  only Class A shares have been issued.  Each class of
shares  are  substantially the same, except that class-specific distribution
and shareholder servicing expenses are borne by the specific class of shares
to which they relate.

The total authorized capital stock of the Corporation consists of one
billion  shares  of  common  stock  each having a par value of $0.01.  As of
December 31, 1997, 940 million shares have been designated in total among 19
series, of which 37.5 million have been designated as Small Cap Series Class
A Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

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

Securities  for  which  representative  valuations or 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 approved by and
under  the  general  supervision  and  responsibility of the Fund's Board of
Directors.

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


11
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

     FEDERAL INCOME TAXES

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

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

     DISTRIBUTIONS OF INCOME AND GAINS

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

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

For the year ended December 31, 1997 the Fund distributed $7,434,221 of
long-term capital gains of which $4,663,245 represents 20% rate gain.

     FOREIGN CURRENCY TRANSLATION

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


12
<PAGE>

Notes to Financial Statements



2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FOREIGN CURRENCY TRANSLATION (continued)

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

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

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

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

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

The notional or contractual amount of these instruments represents the
investment  the  Fund has in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.  The
measurement  of  the risks associated with forward foreign currency exchange
contracts is meaningful only when all related and offsetting transactions are
considered.  A summary of obligations for forward currency exchange contracts
outstanding as of December 31, 1997 is as follows:

<TABLE>

<CAPTION>





                                                      Net Unrealized
Settlement  Contracts      In Exchange   Contracts    Appreciation/
   Date     to Deliver         For        At Value    (Depreciation)
- ----------  --------------  ------------ -----------  ----------------  
<C>         <S>            <C>           <C>         <C>

    1/9/98  French Francs  $  1,248,504  $1,219,100  $         29,404
</TABLE>



On December 31, 1997, the Fund had sufficient cash and/or securities to
cover any commitments under these contracts.

     OTHER

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

13
<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES

The Fund has an investment advisory agreement with the Advisor, for which
the Fund pays a fee, computed daily and payable monthly, at an annual rate of
1%  of  the Fund's average daily net assets.  The fee amounted to $1,169,030
for the year ended December 31, 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 also acts as the transfer, dividend paying and shareholder
servicing  agent for the Fund.  These services are provided at no additional
cost to the Fund.

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

The compensation of the non-affiliated Directors totaled $8,249 for the
year ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities,
other  than  United  States Government securities and short-term securities,
were $126,570,514 and $99,370,697, respectively.

5.     CAPITAL STOCK TRANSACTIONS

Transactions in shares of Small Cap Series Class A Shares were:

<TABLE>

<CAPTION>





             For the Year                 For the Year
                 Ended                        Ended
               12/31/97                     12/31/96
             -------------                -------------        
<S>          <C>            <C>           <C>            <C>

             Shares         Amount        Shares         Amount
             -------------  -----------    ------------  -------------
Sold            1,150,766   $15,559,488      1,521,782   $ 18,457,745 
Reinvested      1,119,486    13,610,375        745,911      8,765,039 
Repurchased      (509,007)   (6,880,808)    (5,907,361)   (75,457,342)
             -------------  -----------    ------------  -------------
Total           1,761,245   $22,289,055     (3,639,668)  $(48,234,558)
             =============  ===========    ============  =============
</TABLE>



14
<PAGE>

Notes to Financial Statements

6.     FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments
involves  special  risks  and  considerations  not typically associated with
investing  in  securities  of  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.

15
<PAGE>

Independent Accountants Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning  &  Napier  Fund,  Inc.- Small Cap Series, including the schedule of
  portfolio investments, as of December 31, 1997, and the related statement of
  operations  for  the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the  five  years  in the period then ended. These
  financial  statements and financial highlights are the responsibility of the
  Funds  management.  Our  responsibility  is  to  express an opinion on these
  financial statements and financial highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
  securities owned as of December 31, 1997 by correspondence with the custodian
  and brokers. An audit also includes assessing the accounting principles used
  and  significant  estimates  made  by  management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

          In  our  opinion,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position of the Manning & Napier Fund, Inc.- Small Cap Series as of December
  31, 1997, the results of its operations for the year then ended, the changes
  in its net assets for each of the two years in the period then ended and the
  financial  highlights for each of the five years in the period then ended in
  conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

16
<PAGE>
<PAGE>

Manning & Napier Fund, Inc.

International Series

Annual Report
December 31, 1997

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

The International Series performed well in what was a difficult year in
the  international  markets,  turning  in  a return of 27.70%, compared to a
return  of 15.76% for the Morgan Stanley Capital International World Index. 
This  strong  return was due both to the investments we made for the Series,
and to the investments we avoided.

While the Asian crisis caused serious problems for most global investors
in  the  latter part of 1997, this crisis was actually the primary source of
our strong outperformance for the year, as we had substantially underweighted
Asia investments.  This demonstrates an important principle of investing: the
investments  you  choose  to  avoid  can  be  every  bit as important as the
investments  you  choose  to  make.    Certainly,  Asia with an increasingly
market-driven  China  was  (and still is) the world's most compelling growth
story,  but  it  was a story that had been hyped until prices were at levels
which allowed no room for disappointments.  Only as the crisis brought prices
lower  did  we  begin  to  increase  our  Asian  investments, but still on a
selective and cautious basis.

European stocks continue to comprise the majority of the portfolio.  As
of  December  31,  1997,  the  Series  was  invested  in Germany (31% of the
portfolio),  France  (26%), Italy (16%), Spain (10%), and the United Kingdom
(2%).   The European countries are less tied to the Asian markets than other
regions,  including  the U.S., so the turmoil in the Asian markets has had a
smaller  effect  on  Europe.    The  European  markets  were  among  the
best-performing markets in 1997.  In Germany and France, the markets rose as
the  economies  exhibited  steady  growth  and  stable  interest  rates.  An
additional  factor in the strong performance has been restructuring which is
taking place at both the government and corporate levels which have made the
economies more efficient, improving interest rates and corporate earnings.

These  traits are also present in Italy and Spain.  In addition, the
markets there have also benefited from work that is being done to prepare for
European  Monetary  Union in 1999.  In order to meet the goals necessary for
monetary  union,  the governments have cut expenditures drastically and made
other  changes  in  their  pursuit of fiscal discipline.  The lower interest
rates  that  have  resulted have provided support to corporate earnings, and
thus benefited stock prices.

The  final  area  in which the Series has investments is Mexico.  We
originally  purchased  these  shares  in 1995 when a devaluation of the peso
drove  down  the  prices of many Mexican stocks.  As with Southeast Asia and
Japan,  we  purchased stocks of companies which met a set of clearly defined
criteria,  giving  us  confidence  that the companies would perform strongly
going  forward.    The  Mexican  economy has improved substantially, and the
increased  growth  has  benefited  our holdings.  In addition, we originally
chose  companies  with significant U.S. exports, so they have also benefited
from the robust U.S. economy.  Mexican companies represented approximately 3%
of the portfolio at the end of the year.

1
<PAGE>
Management Discussion and Analysis

In summary, the Series' return was due both to investments in strongly
performing  regions,  such  as  Europe,  and  to  our avoidance of Japan and
Southeast Asia until after the turmoil had created significant values in that
region.  Going forward, we will continue to use our top-down analysis to seek
opportunities for growth abroad.

We wish you the best for a happy, healthy, and prosperous 1998.

Sincerely,

Manning & Napier Advisors, Inc.

<graphic>
<pie chart>

Data for chart to follow:

Portfolio Allocation by Country*

France - 26.30%
Germany - 31.08%
Hong Kong - 5.17%
Indonesia - 0.92%
Italy - 16.17%
Japan - 3.10%
Malaysia - 2.24%
Mexico - 2.82%
Spain - 9.93%
Thailand - 0.03%
United Kingdom - 2.24%

*As a percentage of common stocks


2
<PAGE>

Performance Update as of December 31, 1997

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc.
International Series
                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/97                         Investment       Cumulative     Annual
<S>                          <C>                 <C>            <C>

One Year                     $           12,770         27.70%    27.70%
Five Year                    $           17,540         75.40%    11.89%
Inception 2                  $           18,590         85.90%    12.29%

</TABLE>



<TABLE>

<CAPTION>





S&P 500 Total Return Index

                                                Total Return
Through                     Growth of $10,000                  Average
12/31/97                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           13,332         33.32%    33.32%
Five Year                   $           25,112        151.12%    20.21%
Inception 2                 $           26,959        169.59%    20.36%
</TABLE>



<TABLE>

<CAPTION>







Morgan Stanley Capital
International World Index
                                               Total Return
Through                    Growth of $10,000                  Average
12/31/97                       Investment       Cumulative     Annual
<S>                        <C>                 <C>            <C>

One Year                   $           11,576         15.76%    15.76%
Five Year                  $           20,412        104.12%    15.33%
Inception 2                $           20,167        101.67%    14.01%
</TABLE>




The value of a $10,000 investment in the Manning & Napier Fund, Inc.
- -International  Series from its inception (8/27/92) to present (12/31/97) as
compared to the Standard & Poor's (S&P) 500 Total Return Index and the Morgan
Stanley Capital International World Index. 1

<graphic>
<line chart>

Data for chart to follow:

<TABLE>

<CAPTION>




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

08/27/92                10,000              10,000                     10,000
12/31/92                10,598              10,643                      9,880
12/31/93                13,359              11,709                     12,103
12/31/94                11,425              11,868                     12,717
12/31/95                11,898              16,312                     15,351
12/31/96                14,557              20,052                     17,421
12/31/97                18,590              26,959                     20,167
        </TABLE>



1  The  Standard & Poor (S&P) 500 Total Return Index is an unmanaged
capitalization-weighted  measure  of 500 widely held common stocks listed on
the  New  York Stock Exchange, American Stock Exchange, and Over-the-Counter
market.    The Morgan Stanley Capital International World Index is an market
capitalization-weighted measure of the total return of 1,560 companies listed
on  the stock exchanges of the United States, Europe, Canada, Australia, New
Zealand and the Far East.  The Morgan Stanley Capital International Index is
denominated  in  U.S.  Dollars.  The Indices' returns assume reinvestment of
dividends and, unlike Fund returns, do not reflect any fees or expenses.

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

3
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

COMMON STOCK - 93.22%

FRANCE - 24.51%

AEROSPACE & MILITARY TECHNOLOGY - 0.23%
   Thomson CSF                                     14,389  $  455,596 
                                                           -----------

AUTOMOBILES - 0.48%
   PSA Peugeot Citroen                              7,545     955,836 
                                                           -----------

BANKING - 2.25%
   Banque Nationale de Paris                       18,100     966,441 
   Compagnie Financiere de Paribas - A             19,733   1,722,571 
   Societe Generale                                13,155   1,800,475 
                                                           -----------
                                                            4,489,487 
                                                           -----------

BEVERAGE & TOBACCO - 0.99%
   LVMH (Moet Hennessy Louis Vuitton)              11,764   1,961,566 
                                                           -----------

BUILDING MATERIALS & COMPONENTS - 0.44%
   Lafarge SA                                      13,327     878,419 
                                                           -----------

BUSINESS & PUBLIC SERVICES - 1.22%
   Compagnie Generale des Eaux                     17,249   2,418,386 
   Compagnie Generale des Eaux 5/2/2001 warrants   16,992      11,600 
                                                           -----------
                                                            2,429,986 
                                                           -----------

CHEMICALS - 1.71%
   L'Air Liquide                                   14,380   2,260,956 
   Rhone-Poulenc - A                               25,300   1,138,473 
                                                           -----------
                                                            3,399,429 
                                                           -----------

CONSTRUCTION & HOUSING - 0.21%
   Bouygues SA                                      3,721     423,571 
                                                           -----------

ELECTRICAL & ELECTRONICS - 1.37%
   Alcatel Alsthom                                 21,353   2,726,482 
                                                           -----------

ENERGY SOURCES - 3.58%
   Elf Aquitaine SA                                37,335   4,362,109 
   Total SA - B                                    25,288   2,764,637 
                                                           -----------
                                                            7,126,746 
                                                           -----------

FINANCIAL SERVICES - 0.15%
   Societe Eurafrance SA                              743     303,835 
                                                           -----------
</TABLE>



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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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

FRANCE (continued)
FOOD & HOUSEHOLD PRODUCTS - 0.93%
   Groupe Danone                   10,381  $ 1,862,645 
                                           ------------

HEALTH & PERSONAL CARE - 2.63%
   Sanofi SA                       11,667    1,304,717 
   L'Oreal                         10,013    3,935,841 
                                           ------------
                                             5,240,558 
                                           ------------

INDUSTRIAL COMPONENTS - 0.38%
   Michelin-B                      15,166      767,001 
                                           ------------

LEISURE & TOURISM - 0.45%
   Accor SA                         4,809      898,188 
                                           ------------

MACHINERY & ENGINEERING - 1.48%
   Schneider SA                    13,595      741,555 
   Sidel SA                        33,200    2,211,023 
                                           ------------
                                             2,952,578 
                                           ------------

MATERIALS & COMMODITIES - 1.14%
   Compagnie de Saint-Gobain       15,911    2,270,628 
                                           ------------

MERCHANDISING - 2.67%
   Carrefour Supermarche SA         6,048    3,169,741 
   Casino Guichard-Perrachon SA    10,600      592,697 
   Pinault-Printemps-Redoute SA     1,500      803,922 
   Promodes                         1,800      750,194 
                                           ------------
                                             5,316,554 
                                           ------------

MULTI-INDUSTRY - 2.20%
   AXA-UAP                         27,573    2,143,249 
   Chargeurs SA                     1,235       74,208 
   Suez Lyonnaise des Eaux         17,368    1,930,663 
   Pathe SA                         1,235      240,764 
                                           ------------
                                             4,388,884 
                                           ------------

TOTAL FRENCH SECURITIES
   (Identified Cost $33,246,917)            48,847,989 
                                           ------------
</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>






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


GERMANY - 28.97%

AIRLINES - 0.22%
   Deutsche Lufthansa AG              23,700  $   445,229 
                                              ------------

AUTOMOBILES - 2.11%
   Daimler-Benz AG                    59,540    4,202,726 
                                              ------------

BANKING - 5.43%
   Bayerische Vereinsbank AG          49,730    3,206,232 
   Deutsche Bank AG                   44,350    3,100,936 
   Dresdner Bank AG                   99,090    4,505,071 
                                              ------------
                                               10,812,239 
                                              ------------

BUSINESS & PUBLIC SERVICES - 1.04%
   SAP AG                              6,850    2,076,844 
                                              ------------

CHEMICALS - 1.56%
   Bayer AG                           83,750    3,107,096 
                                              ------------

CONSTRUCTION & HOUSING  - 0.47%
   Hochtief AG                        22,770      936,512 
                                              ------------

ELECTRICAL & ELECTRONICS - 3.63%
   Siemens AG                        120,000    7,236,516 
                                              ------------

INSURANCE - 3.94%
   Allianz AG                         23,070    5,949,550 
   Muenchener Rueckversicherungs -
      Gersellschaft AG                 5,000    1,900,836 
                                              ------------
                                                7,850,386 
                                              ------------

MACHINERY & ENGINEERING - 1.86%
   Mannesmann AG                       5,725    2,873,305 
   MAN AG                              2,902      837,918 
                                              ------------
                                                3,711,223 
                                              ------------

MATERIALS & COMMODITIES - 0.45%
   Degussa AG                         17,900      885,445 
                                              ------------

MULTI-INDUSTRY - 1.83%
   Viag AG                             6,656    3,643,914 
                                              ------------

TELECOMMUNICATIONS - 1.86%
   Deutsche Telekom AG               200,250    3,706,255 
                                              ------------
</TABLE>



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

6
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>






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

UTILITIES - GAS & ELECTRIC - 4.57%
   RWE AG                                       75,810  $ 4,066,047 
   VEBA AG                                      74,150    5,048,540 
                                                        ------------
                                                          9,114,587 
                                                        ------------

TOTAL GERMAN SECURITIES
   (Identified Cost $36,805,315)                         57,728,972 
                                                        ------------

HONG KONG - 4.82%

BROADCAST SERVICES - 0.72%
   Television Broadcasts Ltd.                  500,000    1,426,113 
                                                        ------------

ENERGY SOURCES - OIL/GAS - 0.61%
   Shanghai Petrochemical Co. Ltd.           7,750,000    1,210,260 
                                                        ------------

INVESTMENT HOLDING COMPANIES - 0.83%
   Hutchison Whampoa Ltd.                      265,000    1,662,164 
                                                        ------------

MULTI-INDUSTRY - 1.00%
   Citic Pacific Ltd.                          500,000    1,987,524 
                                                        ------------

RETAIL - APPAREL - 0.29%
   Giordano International Ltd.               1,650,000      569,638 
                                                        ------------

TELECOMMUNICATIONS - 0.26%
   Champion Technology Holdings              4,398,729      471,191 
   Champion Technology Holdings 6/30/1998
      warrants                                 879,745       16,463 
   Kantone Holdings Ltd.                       424,025       29,004 
                                                        ------------
                                                            516,658 
                                                        ------------

TEXTILES & APPAREL - 1.08%
   Yizheng Chemical Fibre Co. Ltd.          11,944,000    2,158,090 
                                                        ------------

WHOLESALE - SPECIAL LINES - 0.03%
   Goldlion Holdings Ltd.                      200,000       66,466 
                                                        ------------

TOTAL HONG KONG SECURITIES
   (Identified Cost $12,569,347)                          9,596,913 
                                                        ------------
</TABLE>



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

7
<PAGE>

Investment Portfolio - December 31, 1997
<TABLE>

<CAPTION>







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


INDONESIA - 0.86%

BUILDING MATERIAL & COMPONENTS - 0.50%
   PT Barito Pacific Timber                3,425,000  $  998,499 
                                                      -----------

TEXTILES & APPAREL - 0.36%
   Great River International               8,600,000     716,337 
                                                      -----------

TOTAL INDONESIAN SECURITIES
   (Identified Cost $3,765,253)                        1,714,836 
                                                      -----------

ITALY - 15.08%

AUTOMOBILES - 0.82%
   Fiat S.p.A.                               559,900   1,635,221 
                                                      -----------

BUILDING MATERIAL & COMPONENTS - 0.29%
   Italcementi S.p.A.                         83,600     585,127 
                                                      -----------

CONSTRUCTION & HOUSING - 0.26%
   Sirti S.p.A.                               86,500     525,388 
                                                      -----------

ENERGY SOURCES - OIL/GAS - 2.95%
   Edison S.p.A.                             104,000     631,681 
   ENI S.p.A                                 921,940   5,249,093 
                                                      -----------
                                                       5,880,774 
                                                      -----------

FINANCIAL SERVICES - 2.22%
   Banca Commerciale Italiana                352,000   1,228,849 
   Banca Intesa S.p.A.                       120,100     461,543 
   Credito Italiano S.p.A.                   489,000   1,514,204 
   Istituto Bancario San Paolo di Torina     126,800   1,216,429 
                                                      -----------
                                                       4,421,025 
                                                      -----------

FOOD & HOUSEHOLD PRODUCTS - 0.20%
   Parmalat Finanziaria S.p.A.               280,080     402,238 
                                                      -----------

INSURANCE - 2.24%
   Assicurazioni Generali                    143,104   3,529,573 
   RAS S.p.A.                                 47,575     468,553 
   SAI S.p.A.                                 40,400     451,781 
                                                      -----------
                                                       4,449,907 
                                                      -----------

MULTI-INDUSTRY - 0.94%
   Montedison S.p.A.                       1,033,140     931,888 
   Pirelli S.p.A.                            348,000     934,375 
                                                      -----------
                                                       1,866,263 
                                                      -----------
</TABLE>



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

8
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>





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

ITALY (continued)
RETAIL - SPECIATLY STORES - 0.21%
   La Rinascente S.p.A.                          55,000  $   412,114 
   La Rinascente S.p.A. 11/30/1999 warrants       2,250        2,733 
                                                         ------------
                                                             414,847 
                                                         ------------

TELECOMMUNICATIONS - 4.36%
   Telecom Italia S.p.A.                        588,890    3,777,403 
   Telecom Italia Mobile S.p.A.               1,060,000    4,912,954 
                                                         ------------
                                                           8,690,357 
                                                         ------------

TEXTILES & APPAREL - 0.28%
   Benetton Group S.p.A.                         33,252      546,446 
                                                         ------------

UTILITIES - GAS & ELECTRIC - 0.31%
   Italgas S.p.A.                               150,000      621,577 
                                                         ------------

TOTAL ITALIAN SECURITIES
   (Identified Cost $22,959,512)                          30,039,170 
                                                         ------------

JAPAN - 2.89%

TEXTILES & APPAREL - 1.23%
   Naigai Co., Ltd.                             728,000    1,158,076 
   Tokyo Style Co., Ltd.                        143,000    1,290,507 
                                                         ------------
                                                           2,448,583 
                                                         ------------

MACHINERY - 1.03%
   Aida Engineering, Ltd.                       342,000    1,127,315 
   Amada Sonoike Co., Ltd.                      515,000      925,587 
                                                         ------------
                                                           2,052,902 
                                                         ------------

RUBBER & PLASTICS - 0.63%
   Tenma                                        120,000    1,257,315 
                                                         ------------

TOTAL JAPANESE SECURITIES
   (Identified Cost $7,315,000)                            5,758,800 
                                                         ------------

MALAYSIA - 2.09%

BUILDING MATERIALS & COMPONENTS - 0.79%
   Jaya Tiasa Holdings Bhd                      850,000    1,568,360 
                                                         ------------
</TABLE>



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

9
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

MALYSIA (continued)
MULTI-INDUSTRY - 1.30%
   Kumpulan Guthrie Bhd                            2,277,000  $1,469,007 
   Sime Darby Bhd                                  1,160,000   1,119,567 
                                                              -----------
                                                               2,588,574 
                                                              -----------

TOTAL MALAYSIAN SECURITIES
   (Identified Cost $5,708,601)                                4,156,934 
                                                              -----------

MEXICO - 2.63%

BEVERAGE & TOBACCO - 1.16%
   Coca-Cola Femsa S.A.                              400,000   2,314,156 
                                                              -----------

FOOD - PROCESSING - 0.54%
   Grupo Industrial Maseca S.A. - Series B         1,075,000   1,078,367 
                                                              -----------

REAL ESTATE - 0.03%
   Grupo Situr S.A. - Series B*                    1,575,000      48,884 
                                                              -----------

RETAIL - DEPARTMENT STORES - 0.90%
   Cifra SA - Series V                               729,500   1,793,235 
                                                              -----------

TOTAL MEXICAN SECURITIES
   (Identified Cost $2,843,934)                                5,234,642 
                                                              -----------

SPAIN - 9.26%

BEVERAGE & TOBACCO - 0.17%
   Tabacalera SA - A                                   4,266     347,105 
                                                              -----------

CONSTRUCTION & HOUSING - 0.30%
   Dragados & Construcciones SA                       11,988     256,292 
   Fomento de Construcciones y Contratas SA            9,108     348,036 
                                                              -----------
                                                                 604,328 
                                                              -----------

ENERGY SOURCES - OIL/GAS - 0.84%
   Repsol SA                                          38,365   1,642,941 
                                                              -----------

FINANCIAL SERVICES - 3.27%
   Banco Bilbao Vizcaya SA                            84,870   2,756,605 
   Banco Central Hispanoamericano SA                  37,776     923,343 
   Banco Santander SA                                 56,184   1,884,099 
   Corporacion Bancaria de Espana SA (Argentaria)     15,512     947,373 
                                                              -----------
                                                               6,511,420 
                                                              -----------
</TABLE>



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

10
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>






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

SPAIN (continued)
INSURANCE - 0.07%
   Corporacion Mapfre                              5,646  $    150,278 
                                                          -------------

METAL - STEEL - 0.17%
   Acerinox SA                                     2,343       348,399 
                                                          -------------

MULTI-INDUSTRY - 0.20%
   Autopistas Concesionaria Espanola SA           29,865       402,373 
                                                          -------------

REAL ESTATE - 0.03%
   Inmobiliaria Metropolitana Vasco Central SA     1,184        53,590 
                                                          -------------

TELECOMMUNICATIONS - 1.58%
   Telefonica de Espana                          110,009     3,152,759 
                                                          -------------

UTILITIES - GAS & ELECTRIC - 2.63%
   Endesa SA                                     116,840     2,082,247 
   Gas Natural SDG - E SA                         19,972     1,039,494 
   Iberdrola SA                                  122,474     1,617,825 
   Union Electrica Fenosa SA                      52,126       501,396 
                                                          -------------
                                                             5,240,962 
                                                          -------------

TOTAL SPANISH SECURITIES
   (Identified Cost $9,471,265)                             18,454,155 
                                                          -------------

THAILAND - 0.03%

FOOD & HOUSEHOLD PRODUCTS - 0.03%
   Songkla Canning Public Co. Ltd. (Identified
      Cost $40,185)                               38,100        56,746 
                                                          -------------

UNITED KINGDOM - 2.08%

MERCHANDISING - 2.08%
   Tesco plc (Identified Cost $2,273,322)        510,006     4,153,356 
                                                          -------------

TOTAL COMMON STOCK
   (Identified Cost $136,998,651)                          185,742,513 
                                                          -------------
</TABLE>



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

11
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>







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


SHORT-TERM INVESTMENTS - 4.75%
   Federal National Mortgage Corporation Discount
      Note, 1/14/1998                               $    8,000,000  $  7,983,591 
   Dreyfus U.S. Treasury Money Market Fund               1,492,123     1,492,123 
                                                                    -------------

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $9,475,714)                                        9,475,714 
                                                                    -------------

TOTAL INVESTMENTS - 97.87%
   (Identified Cost $146,474,365)                                    195,218,227 

OTHER ASSETS, LESS LIABILITIES - 2.03%                                 4,037,642 
                                                                    -------------

NET ASSETS -100%                                                    $199,255,869 
                                                                    =============
</TABLE>



*Non-income producing security.

<TABLE>

<CAPTION>






FEDERAL TAX INFORMATION:
<S>                                                                <C>

At December 31, 1997, the net unrealized appreciation based 
on identified cost for federal income tax purposes of $146,615,387 
was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost                $ 60,242,611 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                 (11,639,771)
                                                                   -------------

UNREALIZED APPRECIATION - NET                                      $ 48,602,840 
                                                                   =============
</TABLE>



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

12
<PAGE>

Industry Concentration (as a percent of net assets)



<TABLE>

<CAPTION>




                                    Percent
                                 of Net Assets
INDUSTRY CONCENTRATION
<S>                              <C>

Aerospace & Military Technology           0.23%
Airlines                                  0.22%
Automobiles                               3.41%
Banking                                   7.68%
Beverage & Tobacco                        2.32%
Broadcast Services                        0.72%
Building Materials & Components           2.02%
Business & Public Services                2.26%
Chemicals                                 3.27%
Construction & Housing                    1.24%
Electrical & Electronics                  5.00%
Energy Sources                            7.98%
Financial Services                        5.64%
Food & Household Products                 1.16%
Food Processing                           0.54%
Health & Personal Care                    2.63%
Industrial Components                     0.38%
Insurance                                 6.25%
Investment Holding Companies              0.83%
Leisure & Tourism                         0.45%
Machinery & Engineering                   4.37%
Materials & Commodities                   1.59%
Merchandising                             4.75%
Metals-Steel                              0.17%
Multi-Industry                            7.47%
Real Estate                               0.06%
Retail                                    1.40%
Rubber & Plastics                         0.63%
Telecommunications                        8.06%
Textiles & Apparel                        2.95%
Utilities - Gas & Electric                7.51%
Wholesale - Special Lines                 0.03%
                                 --------------
TOTAL COMMON STOCK                       93.22%
                                 ==============
</TABLE>



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

13
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>






DECEMBER 31, 1997

ASSETS:
<S>                                                             <C>

Investments, at value (Identified Cost $146,474,365)(Note 2)    $195,218,227 
Foreign currency, at value (cost $2,423,253)                       2,324,819 
Cash                                                                 621,553 
Receivable for open forward foreign currency contracts
  (Note 2)                                                           860,692 
Foreign tax reclaims receivable                                      436,855 
Dividends receivable                                                  64,604 
Receivable for fund shares sold                                       46,370 
Prepaid expense                                                        6,820 
                                                                -------------

TOTAL ASSETS                                                     199,579,940 
                                                                -------------

LIABILITIES:

Accrued management fees (Note 3)                                     165,491 
Accrued Directors' fees (Note 3)                                       1,676 
Payable for fund shares repurchased                                   73,904 
Payable for securities purchased                                      46,061 
Audit fee payable                                                     21,466 
Custodian fee payable                                                 13,114 
Other payables and accrued expenses                                    2,359 
                                                                -------------

TOTAL LIABILITIES                                                    324,071 
                                                                -------------

NET ASSETS FOR 15,235,031 SHARES
   OUTSTANDING                                                  $199,255,869 
                                                                =============

NET ASSETS CONSIST OF:

Capital stock                                                   $    152,350 
Additional paid-in-capital                                       147,542,927 
Undistributed net investment loss                                    (51,917)
Accumulated net realized gain on investments                       2,126,327 
Net unrealized appreciation on investments, foreign currency,
      forward foreign currency exchange contracts, and other
      assets and liabilities                                      49,486,182 
                                                                -------------

TOTAL NET ASSETS                                                $199,255,869 
                                                                =============

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($199,255,869/15,235,031 shares)                                $      13.08 
                                                                =============
</TABLE>



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

14
<PAGE>

Statement of Operations
<TABLE>

<CAPTION>







FOR THE YEAR ENDED DECEMBER 31, 1997
<S>                                                         <C>

INVESTMENT INCOME:

Dividends (net of withholding)                              $ 2,808,217
Interest                                                      1,274,181
                                                            -----------

Total Investment Income                                       4,082,398
                                                            -----------

EXPENSES:

Management fees (Note 3)                                      1,804,670
Directors' fees (Note 3)                                          8,250
Custodian fee                                                    84,000
Audit fee                                                        28,966
Printing and Postage fees                                         9,969
Miscellaneous                                                    15,026
                                                            -----------

Total Expenses                                                1,950,881
                                                            -----------

NET INVESTMENT INCOME                                         2,131,517
                                                            -----------

REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on -
    Investments (identified cost basis)                       7,825,276
     Foreign currency and forward foreign currency
         exchange contracts                                  11,127,770
                                                            -----------

Net realized gain on investments                             18,953,046
                                                            -----------

Net change in unrealized appreciation on -
   Investments                                               18,892,691
   Foreign currency and forward foreign currency exchange
       contracts and other assets and liabilities             1,761,163
                                                            -----------

Net unrealized appreciation on investments                   20,653,854
                                                            -----------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS                                            39,606,900
                                                            -----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                          $41,738,417
                                                            ===========
</TABLE>



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

15
<PAGE>


Statement of Changes in Net Assets

<TABLE>

<CAPTION>




                                               For the Year      For the Year
                                              Ended 12/31/97    Ended 12/31/96
INCREASE (DECREASE) IN NET ASSETS:
<S>                                          <C>               <C>

OPERATIONS:

Net investment income                        $     2,131,517   $     1,991,419 
Net realized gain on investments                  18,953,046         6,984,916 
Net change in unrealized appreciation on
   investments                                    20,653,854        18,859,565 
                                             ----------------  ----------------

Net increase in net assets from operations        41,738,417        27,835,900 
                                             ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS
    (NOTE 2):

From net investment income                        (2,052,925)       (1,821,116)
From net realized gain on investments            (19,879,106)         (241,966)
                                             ----------------  ----------------

Total distributions to shareholders              (21,932,031)       (2,063,082)
                                             ----------------  ----------------

CAPITAL STOCK ISSUED AND
 REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5)                          30,118,134        (4,735,326)
                                             ----------------  ----------------

Net increase in net assets                        49,924,520        21,037,492 

NET ASSETS:

Beginning of period                              149,331,349       128,293,857 
                                             ----------------  ----------------

END OF PERIOD (including undistributed net
   investment loss of $(51,917) and
   $110,482,  respectively)                  $   199,255,869   $   149,331,349 
                                             ================  ================
</TABLE>



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

16
<PAGE>


Financial Highlights

<TABLE>

<CAPTION>







                                                                  For the Years Ended
                                                                  12/31/97    12/31/96    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                          $   11.54   $    9.57   $    9.54   $   11.33   $    9.19 
                                                                 ----------  ----------  ----------  ----------  ----------


Income from investment operations:
   Net investment income                                             0.154       0.156       0.123       0.143       0.150 
   Net realized and unrealized gain
      (loss) on investments                                          2.992       1.976       0.262      (1.784)      2.240 
                                                                 ----------  ----------  ----------  ----------  ----------

Total from investment operations                                     3.146       2.132       0.385      (1.641)      2.390 
                                                                 ----------  ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income                                       (0.150)     (0.143)     (0.118)         --      (0.250)
   From paid-in-capital                                                 --          --      (0.160)         --          -- 
   From net realized gain on
       investments                                                  (1.456)     (0.019)     (0.077)     (0.149)         -- 
                                                                 ----------  ----------  ----------  ----------  ----------

Total distributions to shareholders                                 (1.606)     (0.162)     (0.355)     (0.149)     (0.250)
                                                                 ----------  ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD                                  $   13.08   $   11.54   $    9.57   $    9.54   $   11.33 
                                                                 ==========  ==========  ==========  ==========  ==========

Total return1                                                        27.70%      22.35%       4.14%    (14.48)%      26.00%

Ratios of expenses (to average net assets) /Supplemental Data:
    Expenses                                                          1.08%       1.12%       1.20%       1.18%       1.16%
    Net investment income                                             1.18%       1.46%       1.42%       1.38%       1.39%

Portfolio turnover                                                      10%          2%         14%         31%         20%

Average commission rate paid2                                    $  0.0005   $  0.0013   $  0.0021           -           - 

NET ASSETS - END OF PERIOD
 (000'S OMITTED)                                                 $ 199,256   $ 149,331   $ 128,294   $  85,964   $  92,012 
                                                                 ==========  ==========  ==========  ==========  ==========
</TABLE>



1  Represents aggregate total return for the period indicated.

2  Average  commission  rate  is  calculated  for  Funds with fiscal years
   beginning on or after January 1, 1995.

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

17
<PAGE>

Notes to Financial Statements


1.     ORGANIZATION

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

Shares of the Fund are offered to clients and employees of Manning &
Napier Advisors, Inc. (the Advisor) and its affiliates. The total authorized
capital  stock  of  the Corporation consists of one billion shares of common
stock each having a par value of $0.01.  As of December 31, 1997, 940 million
shares  have  been  designated in total among 19 series, of which 50 million
have been designated as International Series 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 primarily traded.
Securities  not  traded  on  valuation date or securities not listed on an
exchange are valued at the latest quoted bid price.

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

Securities  for  which  representative  valuations or 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 approved by and
under the general supervision of the Fund's Board of Directors.

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

18
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


     FEDERAL INCOME TAXES

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

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

     DISTRIBUTIONS OF INCOME AND GAINS

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

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

For the year ended December 31, 1997, the Fund distributed $14,030,081 of
long-term capital gains of which $5,944,686 represents 20% rate gain.

     FOREIGN CURRENCY TRANSLATION

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

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


19
<PAGE>

Notes to Financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

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

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

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

The notional or contractual amount of these instruments represents the
investment  the  Fund has in forward foreign currency exchange contracts and
does  not  necessarily  represent  the  amounts  potentially  at  risk.  The
measurement  of  the risks associated with forward foreign currency exchange
contracts is meaningful only when all related and offsetting transactions are
considered.  A summary of obligations for forward currency exchange contracts
outstanding as of December 31, 1997 is as follows:

<TABLE>

<CAPTION>




                                                        Net Unrealized
Settlement  Contracts       In Exchange    Contracts    Appreciation/
   Date     to Deliver          For        At Value     (Depreciation)
- ----------  ----------      ----------    ----------    --------------
<C>         <S>             <C>           <C>          <C>

  01/29/98  Deutsche Marks  $ 28,248,588  $27,839,300  $        409,288
  01/29/98  French Francs   $ 23,469,818  $23,240,800  $        229,018
  01/09/98  Japanese Yen    $  3,221,649  $ 3,063,288  $        158,361
  01/09/98  Japanese Yen    $  1,581,528  $ 1,531,644  $         49,884
  01/09/98  Japanese Yen    $  1,009,709  $   995,568  $         14,141
</TABLE>



On December 31, 1997, the Fund had sufficient cash and/or securities to
cover any commitments under these contracts.

     OTHER

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

20
<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES

The Fund has an investment advisory agreement with the Advisor, for which
the Fund pays a fee, computed daily and payable monthly, at an annual rate of
1%  of  the Fund's average daily net assets.  The fee amounted to $1,804,670
for the year ended December 31, 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 also acts as the transfer, dividend paying and shareholder
servicing  agent for the Fund.  These services are provided at no additional
cost to the Fund.

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

The compensation of the non-affiliated Directors totaled $8,250 for the
year ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities,
other  than  United  States Government securities and short-term securities,
were $46,114,467 and $14,819,798, respectively.

5.     CAPITAL STOCK TRANSACTIONS

Transactions in shares of International Series were:

<TABLE>

<CAPTION>




              For the Year                    For the Year
             Ended 12/31/97                  Ended 12/31/96
             --------------                  --------------
<S>          <C>              <C>            <C>              <C>

             Shares           Amount         Shares           Amount
             --------------   -------------  --------------  --------------
Sold              1,557,079   $ 21,366,816        1,645,694   $ 17,300,172 
Reinvested        1,695,615     21,716,296          184,488      2,044,126 
Repurchased        (956,763)   (12,964,978)      (2,297,367)   (24,079,624)
             ---------------  -------------  ---------------  -------------
Total             2,295,931   $ 30,118,134         (467,185)  $ (4,735,326)
             ===============  =============  ===============  =============
</TABLE>



21
<PAGE>

Notes to Financial Statements


6.     FOREIGN SECURITIES

Investing in securities of foreign companies and foreign governments
involves  special  risks  and  considerations  not typically associated with
investing  in  securities  of  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.

22
<PAGE>

Independent Accountants Report

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

       We have audited the accompanying statement of assets and liabilities of
  Manning & Napier Fund, Inc.- International Series, including the schedule of
  portfolio investments, as of December 31, 1997, and the related statement of
  operations  for  the year then ended, the statement of changes in net assets
  for  each  of  the  two  years  in  the  period then ended and the financial
  highlights  for  each  of  the  five  years  in the period then ended. These
  financial  statements and financial highlights are the responsibility of the
  Funds  management.  Our  responsibility  is  to  express an opinion on these
  financial statements and financial highlights based on our audits.

        We conducted our audits in accordance with generally accepted auditing
  standards.  Those  standards  require  that we plan and perform the audit to
  obtain  reasonable  assurance  about  whether  the  financial statements and
  financial  highlights  are  free of material misstatement. An audit includes
  examining,  on a test basis, evidence supporting the amounts and disclosures
  in  the  financial  statements.  Our  procedures  included  confirmation  of
  securities owned as of December 31, 1997 by correspondence with the custodian
  and brokers. An audit also includes assessing the accounting principles used
  and  significant  estimates  made  by  management, as well as evaluating the
  overall financial statement presentation. We believe that our audits provide
  a reasonable basis for our opinion.

          In  our  opinion,  the financial statements and financial highlights
  referred  to  above  present fairly, in all material respects, the financial
  position  of  the  Manning  &  Napier Fund, Inc.- International Series as of
  December 31, 1997, the results of its operations for the year then ended, the
  changes in its net assets for each of the two years in the period then ended
  and  the financial highlights for each of the five years in the period ended
  in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

23
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.

Diversified Tax Exempt Series

Annual Report
December 31, 1997

<PAGE>



Management Discussion and Analysis

DEAR SHAREHOLDERS:

Lets  face  it,  fixed income management is not a high risk profession.  Aside
from  stress,  the  biggest  physical  risk  fixed income managers face is the
continued deterioration of their eyesight.  Of course the same can probably be
said  of  any  profession  which  entails  reading,  writing,  or staring at a
computer screen for 8 to 10 hours a day.  The clinical term for this condition
is  myopia,  a  visual  defect where distant objects are blurred because their
image  is  focused  in  front of the retina rather than on the retina itself. 
While  it  is  likely  that  many  fixed income professionals suffer from this
malady,  there is a secondary definition of myopia that is far more endemic in
the  fixed  income investment community today.  That definition defines myopia
as a shortsightedness in thinking or planning.

For  example,  when  the  Labor Department released their employment report at
8:30  A.M.     on the first Friday of October, the market responded by driving
long-term  interest rates down from 6.30% to 6.15%.  Later in the morning when
a  story  came  across  the  newswire that a U.S. aircraft carrier was heading
toward  the  Persian  Gulf, concerns about oil prices drove long rates back to
6.40%.    When  it was revealed that the carrier had been scheduled to head to
the  gulf,  the  market  recovered and long bonds ended the day where they had
started  at  6.30%.    The  market for municipal bonds is also subject to such
gyrations  and  those gyrations are symptomatic of the short-term focus of the
fixed  income  markets.  Some managers try to act on those gyrations, but that
is a tough game to play, and an even tougher game to win.

Rest  assured,  that  is not how Manning & Napier approaches the management of
its municipal bond funds.  We invest based upon our long-term overview.  We do
monitor the short- term factors that impact the market, but we do so to see if
they strengthen, weaken or have no effect on our long-term overview.

For  those  of  you  who  are  new  shareholders,  our  overview  calls  for a
continuation of the saw-tooth decline in interest rates that has characterized
the  domestic  fixed income market for the last 15 years.  That decline can be
traced  to  the globalization of the worlds economy, the resulting increase in
the  competitive  environment,  and disinflationary pressure that has resulted
from  consumers,  producers,  and  policy  makers  responding  to  that  new
environment.a  competitive  global environment, governments have no choice but
to  enact  sound  fiscal  and monetary policies.  Nowhere is that more evident
than  in  the  United States.  In the early 1990s, the U.S. federal government
was  running  budget deficits in excess of $300 billion.  At the time, some of
the  more  negative  predictions  were  calling  for  deficits  exceeding $500
billion.    History proved them wrong.  Through September, which is the end of
the  federal governments fiscal year, the trailing 12 month budget deficit had
shrunk  to  an  amazingly low $22.3 billion.  At the start of the fiscal year,
deficit  projections  had  called  for  a  deficit in the neighborhood of $125
billion for fiscal year 1997.

There  are two reasons for the dramatic improvement.  First, receipts continue
to  exceed  expectations.  Some of that can be traced to the fact that this is
the  seventh year of the economic expansion.  It can also be traced to a stock
market  that  is  about  to  post  its  third consecutive year of double digit
returns.    That  has  generated  above-average  capital  gains and associated
capital  gains  taxes.  Second, and more interestingly, expenditure growth has
been  very  much  restrained.    On  a year-over-year basis it has been in the
neighborhood  of  3%.  Policy makers do not have direct control over the level
of receipts that come in; however, they do control expenditures.

1
<PAGE>

Management Discussion and Analysis

An  improved  fiscal  environment  was not limited to the federal government. 
State and local governments have also seen their situations improve.  The same
dynamics  are  at  work  -- growing receipts and restraint over expenditures. 
Many municipalities are now running surpluses, and as a result the issuance of
new municipal bonds has slowed.

Restraint  is  not a term often applied to politicians, but that restraint has
been  driven  by the financial markets' ability to enforce fiscal discipline. 
How  so?    With  the growth of international financial markets, capital flows
from  one  country  to  another  almost  seamlessly.    Those  countries  with
well-defined  property  rights,  established  legal  systems,  and  attractive
relative returns will be the most successful when it comes to keeping capital,
as  well  as attracting foreign capital.  Sound policies are a key contributor
to  whether  a  country  offers attractive relative returns.  The situation is
compounded  by  the  fact  that  the  U.S. is running a rather sizable current
account  deficit.    Because  of that, it is even more important that the U.S.
attract foreign capital.  Otherwise our investment needs cannot be met.

Another investment opinion that has grown out of our long-term overview is the
lack  of  pricing  power and the need for producers to strive for productivity
gains if they are to remain competitive in the global economy.  That is one of
the  few  ways  that  they  can achieve earnings growth, and from an inflation
standpoint,  it contributes to the disinflationary environment.  Manufacturing
productivity has been strong throughout the 1990s; it has been the measures of
service  sector  productivity  that  have appeared lacking.  However, over the
last  year there has been a growing consensus that service sector productivity
has  been  mismeasured.    Not  only  is  service  sector productivity hard to
measure,  but the low numbers being reported seem to contradict the incredible
investments  that  firms  have  made in computers and information processing. 
That  does  not  even  address  the  high  level  of  merger activity that has
permeated all sectors of the economy.

Solid productivity gains help to explain what has occurred in the U.S. economy
in 1997, specifically strong growth and declining inflation.  During the first
quarter  of  this  year, the economy grew at close to a 5% real rate (i.e., 5%
over  the  inflation rate).  In the second quarter, real growth was just under
4%, and during the third quarter, growth came in at 3.5%.  Those are all solid
readings,  and  intuitively one would expect inflation pressures to build, but
over  the  same  period, the Consumer Price Index slowed from a year-over-year
rate  of  3.3%  to 2.2%.  The Producer Price Indexs year-over-year growth rate
fell  from  3%  to  0%.    Strong growth and declining inflation are typically
thought  to  be mutually exclusive.  But that was not  the case in 1997,
and  that  was  not  the  case  during  the  1950s and early 1960s when strong
productivity gains allowed growth and low inflation to coexist peacefully.

Both  of  these  big  picture  items  --  declining  budget deficits and solid
productivity gains --  help to explain why interest rates have fallen over the
last  12  months.    On  the  short end of the AAA municipal bond yield curve,
specifically  one-year  paper,  rates  are  actually a touch higher.  However,
two-year  note  rates  are  down 5 to 10 basis points (0.05% to 0.10%) over the
last  year,  and  long  bond rates have fallen by 40 basis points (0.40%).  In
fixed  income  parlance,  the  yield  curve has flattened.  From a performance
standpoint, falling interest rates mean higher returns; the further out on the
yield curve an investor ventured, the better his or her performance.

2
<PAGE>

Management Discussion and Analysis

As  of  the end of the year, we had positioned the Series in longer-term bonds
than  its  benchmark,  the Merrill Lynch Intermediate Municipal Index, in
keeping  with  our overview.  For the year ending in December, the Diversified
Tax  Exempt  Series  returned  7.92%.    By comparison, the benchmark returned
7.69%.    This outperformance was achieved despite the fact that the benchmark
does  not  reflect  the  fees and expenses that real-world investors incur and
with a higher quality (i.e., lower credit risk ) portfolio than the benchmark.

What  we  hope  you noticed while you were reading this letter is that none of
our conclusions depended upon our opinion of the most recent economic release,
they did not depend on a forecast of the economy over the next 6 to 12 months,
and  they did not depend upon our opinion of what the Federal Reserve is going
to do at the next Federal Open Market Committee meeting.  As we have stated on
more  than  one  occasion,  the  key  to  success is to focus on the long-term
trends.    Manning  &  Napier  has done that.  The proof as they say is in the
pudding,  and  the performance of the Series, given its extremely high quality,
has been quite good.

We wish you the best for a happy, healthy, and prosperous 1998.




MANNING & NAPIER ADVISORS, INC.

<graphic>
<pie chart>

Data for pie chart to follow:

Portfolio Composition 1 - As of 12/31/97

General Obligation Bonds - 78%
Revenue Bonds - 20%
Pre-Refunded Bonds - 2%

1 As a percentage of municipal securities.

<graphic>
<pie chart>

Data for pie chart to follow:

Quality Ratings 2 - As of 12/31/97

Aaa - 81%
Aa - 17%
A - 2%

2 Using Moody's Ratings, as a percentage of municipal securities.

3
<PAGE>

Performance Update as of December 31, 1997

The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Diversified
Tax Exempt Series from its inception
(2/14/94) to present (12/31/97) as compared
to the Merrill Lynch Intermediate Municipal
Index.1


<TABLE>

<CAPTION>




Manning & Napier Fund, Inc.
Diversified Tax Exempt Series
<S>                            <C>                 <C>            <C>

                                                   Total Return
Through                        Growth of $10,000                  Average
12/31/97                       Investment          Cumulative     Annual

One Year                       $           10,792          7.92%     7.92%
Inception 2                    $           12,270         22.70%     5.41%
</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch
Intermediate Municipal Index
                                                  Total Return
Through                       Growth of $10,000                  Average
12/31/97                          Investment       Cumulative     Annual
<S>                           <C>                 <C>            <C>

One Year                      $           10,769          7.69%     7.69%
Inception 2                   $           12,406         24.06%     5.71%
</TABLE>



<graphic>
<line chart>

Data for line chart to follow:

<TABLE>

<CAPTION>




                 Manning & Napier                 Merrill Lynch
Date      Diversified Tax Exempt Series   Intermediate Municipal Index
<S>       <C>                             <C>

02/14/94  $                       10,000  $                      10,000
12/31/94                           9,461                          9,709
12/31/95                          11,003                         11,009
12/31/96                          11,370                         11,520
12/31/97                          12,270                         12,406
</TABLE>



1  The  unmanaged Merrill Lynch Intermediate Municipal Index is a market value
weighted measure of approximately 184 municipal bonds issued across the United
States.  The Index is comprised of investment grade securities.  Index returns
assume  reinvestment  of  coupons and, unlike Fund returns, do not reflect any
fees or expenses.

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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                                 <C>         <C>

                                                    Principal   Value
MUNICIPAL SECURITIES - 95.3%                        Amount       (Note 2)
ALASKA - 1.4%
Anchorage, G.O. Bond, 6.10%, 8/1/2004               $  300,000  $323,631 
                                                                ---------

ARIZONA - 2.0 %
Central Arizona Water Conservation District,
    Revenue Bond, 4.70%, 5/1/2004                      200,000   205,534 
Maricopa County School District No. 097 Deer
    Valley, G.O. Bond, Series A, 5.20%, 7/1/2007       250,000   264,600 
                                                                ---------
                                                                 470,134 
                                                                ---------
CALIFORNIA - 1.4%
Wiseburn School District Series A, G.O. Bond,
    5.25%, 8/1/2016                                    330,000   335,372 
                                                                ---------

COLORADO - 0 .8%
El Paso County School District No. 020, G.O.
    Bond, Series A, 6.20%, 12/15/2007                  160,000   183,150 
                                                                ---------

DELAWARE - 0.9%
Wilmington, G.O. Bond, Series B, 5.90%,
    4/1/2000                                           200,000   208,392 
                                                                ---------

DISTRICT OF COLUMBIA - 0.9%
District of Columbia, G.O. Bond, Series A,
    7.65%, 12/1/2003                                   200,000   210,808 
                                                                ---------

FLORIDA - 3.8%
Dade County School District, G.O. Bond,
    6.125%, 8/1/2008                                   150,000   160,227 
Florida State Board of Education Capital Outlay
    Public Ed., G.O. Bond Series C, 5.60%,
    6/1/2025                                           135,000   139,659 
Florida State Dept. of Environmental Preservation
    2000, Revenue Bond, Series A, 4.50%,
    7/1/2003                                           200,000   203,214 
Hillsborough County Capital Improvement
    Program, Revenue Bond, 5.125%, 7/1/2022            400,000   395,324 
                                                                ---------
                                                                 898,424 
                                                                ---------

GEORGIA - 3.4%
Atlanta, G. O. Bond, 5.60%, 12/1/2018                  350,000   364,021 
Georgia, G.O. Bond, Series B, 5.65%, 3/1/2012          200,000   218,392 
Glynn County Board of Education, G.O. Bond,
    5.00%, 7/1/2006                                    200,000   209,444 
                                                                ---------
                                                                 791,857 
                                                                ---------

HAWAII - 1.2%
Hawaii, G.O. Bond, Series CH, 6.00%, 11/1/2007         260,000   290,917 
                                                                ---------
</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                                <C>         <C>

                                                   Principal   Value
                                                   Amount       (Note 2)
IDAHO - .4%
Ada & Canyon Counties Joint School District
    No. 2 Meridian, G.O. Bond, 5.10%, 7/30/2005    $  100,000  $105,351 
                                                               ---------

ILLINOIS - 3.3%
Aurora, G.O. Bond, 5.80%, 1/1/2012                    190,000   202,764 
Chicago Schools Financial Authority, G.O.             200,000   206,606 
    Bond, Series A 5.00% 6/1/2007
Chicago, G.O. Bond, Series A, 5.875%,
    1/1/2022                                          100,000   104,910 
Illinois, Certificate Participation, Series
    1995A, 5.60%, 7/1/2010                            100,000   106,960 
Tazwell County Community High School District
    No. 303 Pekin,  G.O. Bond, 5.50%, 1/1/2011        150,000   157,266 
                                                               ---------
                                                                778,506 
                                                               ---------

INDIANA - 1.3%
Bloomington Sewer Works, Revenue Bond,
    5.80%, 1/1/2011                                   150,000   162,343 
Lafayette Waterworks, Revenue Bond, 4.90%,
    7/1/2006                                          140,000   143,801 
                                                               ---------
                                                                306,144 
                                                               ---------

IOWA - 2.7%
Cedar Rapids, G. O. Bond, 6.45%, 6/1/2014             350,000   380,541 
Iowa City Sewer, Revenue Bond, 5.75%,
    7/1/2021                                          250,000   261,622 
                                                               ---------
                                                                642,163 
                                                               ---------

KENTUCKY - 2.5%
Jefferson County School District Finance Corp.
    School  Building, Revenue Bond, Series A,
    5.00%, 2/1/2011                                   300,000   304,956 
Kentucky State Turnpike Authority Revitalization
    Projects, Revenue Bond, 6.50%, 7/1/2008           250,000   292,847 
                                                               ---------
                                                                597,803 
                                                               ---------

LOUISIANA - 1.3%
New Orleans Sewer Service, Revenue Bond,
    5.25%, 6/1/2012                                   300,000   309,510 
                                                               ---------

MAINE - 1.3%
Hermon, G.O. Bond, 5.60%, 11/1/2013                    75,000    79,082 
Portland, G.O. Bond, 6.20%, 4/1/2006                  200,000   222,168 
                                                               ---------
                                                                301,250 
                                                               ---------
</TABLE>



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

6
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                                        <C>         <C>

                                                           Principal   Value
                                                           Amount         (Note 2)
MASSACHUSETTS - 4.4%
Martha's Vineyard Regional High School District No. 100,
    G.O. Bond, 6.70%, 12/15/2014                           $  200,000  $  227,412 
Massachusetts Municipal Electric Supply System,
    Revenue Bond, Series A, 5.00%, 7/1/2017                   200,000     195,614 
Massachusetts State, G.O. Bond, Series C,
     5.75%, 8/1/2010                                          400,000     443,152 
Massachusetts Water Authority General Ref.,
    Revenue Bond, Series B, 5.25%,  3/1/2013                  155,000     157,841 
                                                                       -----------
                                                                        1,024,019 
                                                                       -----------

MARYLAND - 2.9%
Baltimore Water Project, Revenue Bond, Series A, 5.55%,
    7/1/2009                                                  260,000     279,685 
Prince Georges County Public Improvement,
    G.O. Bond, 5.00%, 3/15/2014                               200,000     200,894 
Washington County Public Improvement, G.O.
    Bond, 4.875%, 1/1/2010                                    200,000     202,710 
                                                                       -----------
                                                                          683,289 
                                                                       -----------

MICHIGAN - 4.6%
Comstock Park Public Schools, G.O. Bond,
    5.50%, 5/1/2011                                           150,000     157,521 
Dearborn School District, G.O. Bond, 5.10%,
    5/1/2006                                                  200,000     207,710 
Farmington Hills, G.O. Bond, 5.70%, 10/1/2005                  65,000      70,067 
Farmington Hills, G.O. Bond, 5.80%, 10/1/2006                  50,000      53,974 
Farmington Hills, G.O. Bond, 5.90%, 10/1/2007                  75,000      81,153 
Hudsonville Public Schools, G.O. Bond, 5.15%,
    5/01/2027                                                 225,000     221,967 
Pinckney Community Schools, G.O. Bond,
    5.00%, 5/1/2014                                           200,000     199,920 
St. Joseph County Sewer Disposal Systems-
    Constantine, G.O. Bond, 5.00%, 4/1/2012                   100,000     100,775 
                                                                       -----------
                                                                        1,093,087 
                                                                       -----------
MINNESOTA - 3.0%
Minneapolis, G.O. Bond, Series B, 5.20%,
    3/1/2013                                                  300,000     306,021 
Minnesota Various Purpose, G.O. Bond, 6.60%,
    8/1/1999                                                  200,000     208,308 
Western Minnesota Municipal Power Agency,
    Revenue Bond, 6.625%, 1/1/2016                            175,000     203,562 
                                                                       -----------
                                                                          717,891 
                                                                       -----------

MISSISSIPPI - 0.9%
Mississippi, G.O. Bond, 6.30%, 12/1/2006                      200,000     223,210 
                                                                       -----------
</TABLE>



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

7

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                                         <C>         <C>

                                                            Principal   Value
                                                            Amount         (Note 2)
MISSOURI - 1.1%
Missouri State Ref.- Third Street Building, G.O.
    Bond, Series A, 5.125%, 8/1/2009                        $  250,000  $  256,345 
                                                                        -----------

MONTANA - 0.9%
Montana Long Range Building Project, G.O. Bond, Series A,
    4.875%, 8/1/2010                                           200,000     202,924 
                                                                        -----------

NEBRASKA - 2.3%
Douglas County School District No. 17,
    G.O. Bond, 5.00%, 10/1/2012                                545,000     548,123 
                                                                        -----------

NEVADA - 2.7%
Clark County School District, G.O. Bond,
    6.00%, 6/15/2002                                           100,000     107,293 
Henderson Water, G.O. Bond, Series A, 5.65%,
    12/1/2003                                                  300,000     321,576 
Nevada State Project No. 42, G.O. Bond, 5.70%,
    9/1/2008                                                   200,000     214,996 
                                                                        -----------
                                                                           643,865 
                                                                        -----------

NEW HAMPSHIRE - 1.0%
New Hampshire, G.O. Bond, 6.60%, 9/1/2014                      200,000     227,448 
                                                                        -----------

NEW JERSEY - 4.1 %
Jersey City Water, G.O. Bond, 5.50%, 3/15/2011                 225,000     238,871 
New Jersey State Highway Authority, Garden
    State Parkway, Revenue Bond, 5.50%,
    1/1/2000                                                   200,000     205,828 
North Hudson Sewer Authority, Revenue Bond,
5.25%, 8/1/2016                                                250,000     253,803 
West Windsor Plainsboro, G.O. Bond, 5.25%,
12/1/2004                                                      250,000     265,023 
                                                                        -----------
                                                                           963,525 
                                                                        -----------

NEW MEXICO - 0.9%
Albuquerque, G.O. Bond, Series A & B, 4.70%,
    7/1/2000                                                   200,000     203,490 
                                                                        -----------

NEW YORK - 5.2%
Monroe County Community School
    Corporation First Meeting, Revenue Bond,
    5.25%, 7/1/2016                                            125,000     125,623 
New York State Thruway Authority, Revenue
    Bond, Series A, 5.50%, 1/1/2023                            200,000     202,646 
Sands Point, G.O. Bond, 6.70%, 11/15/2013                      350,000     393,943 
Spencerport Central School District, G.O. Bond,
    5.00%, 11/15/2012                                          350,000     354,998 
Westchester County, G.O. Bond, 4.75%,
    11/15/2016                                                 150,000     148,389 
                                                                        -----------
                                                                         1,225,599 
                                                                        -----------
</TABLE>



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

8
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                              <C>        <C>

                                                 Principal  Value
                                                 Amount       (Note 2)
NORTH CAROLINA - 1.8%
Charlotte Public Improvement, G.O. Bond,
    5.70%, 2/1/2002                               $200,000   $212,452 
North Carolina State Prison Facilities, G.O.
    Bond, 4.80%, 3/1/2009                          200,000    205,174 
                                                            ----------
                                                              417,626 
                                                            ----------

OHIO - 5.8%
Cleveland Water & Sewer, G.O. Bond,
    5.35%,  9/1/2023                               450,000    454,702 
Oak Hills Local School District,
    G.O. Bond, 5.125%, 12/1/2025                   490,000    486,737 
Ohio Public Facilities, Community Higher
    Education, Revenue Bond, Series II-A,
    4.25%, 12/1/2002                               200,000    201,230 
Summit County Various Purpose, G.O. Bond,
    6.625%, 12/1/2012                              200,000    219,594 
                                                            ----------
                                                            1,362,263 
                                                            ----------

OREGON - 1.1%
Salem Pedestrian Safety Impts, G.O. Bond,
    5.50%, 5/1/2010                                255,000    270,667 
                                                            ----------

PENNSYLVANIA - 4.4%
Beaver County, G.O. Bond, 5.15%, 10/01/2017        300,000    300,660 
Cambria County, G.O. Bond, Series A, 6.10%,
    8/15/2016                                      350,000    380,849 
Pennsylvania State, G.O. Bond, First Series,
    5.30%, 5/1/2005                                100,000    106,117 
Pennsylvania State, G.O. Bond, Second Series,
    6.00%, 7/1/2005                                 90,000     99,660 
Philadelphia Water & Waste, Revenue
    Bond, 5.60%, 8/1/2018                          150,000    154,704 
                                                            ----------
                                                            1,041,990 
                                                            ----------


RHODE ISLAND - 1.4%
Rhode Island State Pre-refunded Balance, G.O.
    Bond, Series A, 6.20%, 6/15/2004               115,000    126,250 
Rhode Island State Unrefunded Balance, G.O.
    Bond, Series A, 6.20%, 6/15/2004               185,000    201,454 
                                                            ----------
                                                              327,704 
                                                            ----------
SOUTH CAROLINA - 2.5%
South Carolina State Capital Improvement, G.O.
    Bond, 4.10%, 4/1/2001                          200,000    200,958 
South Carolina State Highway, G.O. Bond,
    Series B, 5.625%, 7/1/2010                     350,000    382,225 
                                                            ----------
                                                              583,183 
                                                            ----------

TENNESSEE - 2.2%
Johnson City School Sales Tax, G.O. Bond,
    6.70%, 5/1/2021                                350,000    405,811 
Lawrence County, G.O. Bond, 6.60%, 3/1/2013        100,000    109,551 
                                                            ----------
                                                              515,362 
                                                            ----------
</TABLE>



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

9
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




<S>                                                <C>         <C>

                                                   Principal   Value
                                                   Amount          (Note 2)
TEXAS - 2.4%
Dallas Waterworks & Sewer, Revenue Bond,
    5.625%, 4/1/2009                               $  200,000  $   208,868 
Southlake Waterwork & Sewer System, G.O.
    Bond, 5.30%, 2/15/2011                            350,000      361,897 
                                                               ------------
                                                                   570,765 
                                                               ------------

UTAH - 3.2%
Alpine School District, G.O. Bond, 5.375%,
    3/15/2009                                         250,000      263,900 
Nebo School District, G.O. Bond, 6.00%,
    6/15/2018                                         450,000      484,240 
                                                               ------------
                                                                   748,140 
                                                               ------------


VIRGINIA - 1.7%
Franklin County Capital Improvement , G.O. Bond,
    6.60%, 7/15/2013                                  250,000      272,122 
Spotsylvania County Water & Sewer Systems,
    Revenue Bond, 5.25%, 6/1/2016                     130,000      132,252 
                                                               ------------
                                                                   404,374 
                                                               ------------

WASHINGTON - 3.1%
Kitsap County School District, G.O. Bond,
    6.625%, 12/1/2008                                 350,000      387,069 
Seattle, G.O. Bond, Series A, 5.75%, 1/15/2020        230,000      239,752 
Seattle Met. Municipality, G.O. Bond, 5.65%,
    1/1/2020                                          100,000      102,789 
                                                               ------------
                                                                   729,610 
                                                               ------------
WISCONSIN - 3.1%
Merrill Public School District, G.O. Bond,
    5.30%, 4/1/2013                                   400,000      408,648 
Wisconsin State, G.O. Bond, Series A, 5.75%,          300,000      316,185 
                                                               ------------
    5/1/2001                                                       724,833 
                                                               ------------

TOTAL MUNICIPAL SECURITIES
(Identified Cost $21,286,612)                                   22,462,744 
                                                               ------------

SHORT-TERM INVESTMENTS - 2.6%
Dreyfus Municipal Reserves
    (Identified Cost $630,674)                        630,674      630,674 
                                                               ------------

TOTAL INVESTMENTS - 97.9%
(Identified Cost $21,917,286)                                   23,093,418 

OTHER ASSETS, LESS LIABILITIES - 2.1%                              557,788 
                                                               ------------

NET ASSETS - 100%                                              $23,651,206 
                                                               ============
</TABLE>



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

10
<PAGE>

Investment Portfolio - December 31, 1997
Key -
Dist. - District                         Met. - Metropolitan
Ed. - Education                          Dept. - Department
G.O. Bond - General Obligation Bond      Impt. - Improvement
Ref. - Referendum

<TABLE>

<CAPTION>




<S>                                                               <C>

FEDERAL TAX INFORMATION:

At December 31, 1997, the net unrealized appreciation based 
on identified cost for federal income tax purposes of $21,917,286 
was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost               $1,178,929 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                   (2,797)
                                                                  -----------

UNREALIZED APPRECIATION - NET                                     $1,176,132 
                                                                  ===========
</TABLE>



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

11
<PAGE>


Statement of Assets and Liabilities

December 31, 1997

<TABLE>

<CAPTION>




<S>                                                          <C>

ASSETS:

Investments, at value (Identified Cost $21,917,286)(Note 2)  $23,093,418 
Cash                                                              89,950 
Interest receivable                                              356,401 
Receivable for fund shares sold                                  134,230 
Prepaid expense                                                      762 
                                                             ------------

TOTAL ASSETS                                                  23,674,761 
                                                             ------------

LIABILITIES:

Accrued management fees (Note 3)                                   9,816 
Accrued Directors' fees (Note 3)                                   1,643 
Other payables and accrued expenses                               12,096 
                                                             ------------

TOTAL LIABILITIES                                                 23,555 
                                                             ------------

NET ASSETS FOR 2,233,499 SHARES
   OUTSTANDING                                               $23,651,206 
                                                             ============

NET ASSETS CONSIST OF:

Capital stock                                                $    22,334 
Additional paid-in-capital                                    22,416,302 
Undistributed net investment income                               44,809 
Accumulated net realized loss on investments                      (8,371)
Net unrealized appreciation on investments                     1,176,132 
                                                             ------------

TOTAL NET ASSETS                                             $23,651,206 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE
   ($23,651,206/2,233,499 shares)                            $     10.59 
                                                             ============
</TABLE>



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

12
<PAGE>





Statement of Operations

For the Year Ended December 31, 1997

<TABLE>

<CAPTION>




<S>                                     <C>

INVESTMENT INCOME:

Interest                                $  987,519
                                        ----------

EXPENSES:

Management fees (Note 3)                    96,872
Directors' fees (Note 3)                     8,250
Transfer agent fees (Note 3)                 4,650
Audit fee                                   13,666
Registration and filing fees                 4,653
Custodian fee                                3,006
Miscellaneous                                2,916
                                        ----------

Total Expenses                             134,013
                                        ----------

NET INVESTMENT INCOME                      853,506
                                        ----------

NET CHANGE IN UNREALIZED APPRECIATION
   ON INVESTMENTS                          670,358
                                        ----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                      $1,523,864
                                        ==========
</TABLE>



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

13
<PAGE>

Statement of Changes in Net Assets

<TABLE>

<CAPTION>




<S>                                                     <C>                <C>

                                                        For the Year       For the Year
                                                         Ended 12/31/97    Ended 12/31/96
                                                        -----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:

Net investment income                                   $        853,506   $       661,923 
Net realized loss on investments                                     ---               (92)
Net change in unrealized appreciation on investments             670,358           (77,279)
                                                        -----------------  ----------------
Net increase in net assets from operations                     1,523,864           584,552 
                                                        -----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income                                      (843,987)         (634,484)
                                                        -----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)          6,022,646         4,546,467 
                                                        -----------------  ----------------

Net increase in net assets                                     6,702,523         4,496,535 

NET ASSETS:

Beginning of period                                           16,948,683        12,452,148 
                                                        -----------------  ----------------

END OF PERIOD (including undistributed net investment
   income of $44,809 and $35,290, respectively)         $     23,651,206   $    16,948,683 
                                                        =================  ================
</TABLE>



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

14
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>




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

                                                                                   For the Period
                                                                                       2/14/94 
                                                                                    (commencement of 
                                                For The Years Ended                    operations)               
                                                12/31/97    12/31/96    12/31/95   to 12/31/94
                                               ----------  ----------  ----------  ------------------
Per share data (for a share outstanding
throughout each period):

NET ASSET VALUE - BEGINNING  OF PERIOD         $   10.23   $   10.32   $    9.26   $           10.00 
                                               ----------  ----------  ----------  ------------------

Income from investment operations:
   Net investment income                           0.434       0.434       0.428               0.210 
   Net realized and unrealized gain (loss)
      on investments                               0.361      (0.104)      1.062              (0.749)
                                               ----------  ----------  ----------  ------------------

Total from investment operations                   0.795       0.330       1.490              (0.539)
                                               ----------  ----------  ----------  ------------------

Less distributions to shareholders:
   From net investment income                     (0.435)     (0.420)     (0.430)             (0.201)
                                               ----------  ----------  ----------  ------------------

NET ASSET VALUE - END OF PERIOD                $   10.59   $   10.23   $   10.32   $            9.26 
                                               ==========  ==========  ==========  ==================

Total return1                                      7.92 %       3.33%      16.29%             (5.39)%

Ratios of expenses (to average net assets) /
    Supplemental Data:
    Expenses                                        0.69%       0.70%       0.79%           0.85%2,3 
    Net investment income                           4.41%       4.44%       4.52%           3.71%2,3 

Portfolio turnover                                     1%          2%          5%                  4%

NET ASSETS - END OF PERIOD (000'S OMITTED)     $  23,651   $  16,949   $  12,452   $           8,481 
                                               ==========  ==========  ==========  ==================
</TABLE>



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

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

15
<PAGE>

Notes to Financial Statements

1.     ORGANIZATION

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

Shares  of the Fund are offered to investors, employees and clients of Manning
&  Napier  Advisors,  Inc.  (the  "Advisor")  and  its  affiliates.  The total
authorized  capital stock of the Corporation consists of one billion shares of
common  stock  each having a par value of $0.01.  As of December 31, 1997, 940
million  shares  have  been  designated  in total among 19 series, of which 50
million have been designated as Diversified Tax Exempt Series Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

SECURITY VALUATION

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

Securities  for  which  representative  valuations or 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  approved  by and under the general
supervision of the Fund's Board of Directors.

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

SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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


FEDERAL INCOME TAXES

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

16
<PAGE>

Notes to Financial Statements

2.  SIGNIFICANT ACCOUNTING POLICIES (continued)

FEDERAL INCOME TAX (continued)

At December 31, 1997, the Fund, for federal income tax purposes, had a capital
loss  carryforward of $8,371. Of this amount, $889 will expire on December 31,
2002,  $7,390 will expire on December 31, 2003 and $92 will expire on December
31, 2004.

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

DISTRIBUTIONS OF INCOME AND GAINS

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

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

The  fund  hereby  designates 100% of its ordinary distributions as tax-exempt
dividends for the year ended December 31, 1997.

OTHER

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



3.     TRANSACTIONS WITH AFFILIATES

The  Fund has an investment advisory agreement with the Advisor, for which the
Fund  pays  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 $96,872 for
the year ended December 31, 1997.

17
<PAGE>

Notes to Financial Statements

3.  TRANSACTIONS WITH AFFILIATES (continued)

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

The  Advisor  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 $4,650 for the year ended December 31,
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 $8,250 for the year
ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$5,863,883 and $200,000, respectively.

5.     CAPITAL STOCK TRANSACTIONS

Transactions in shares of Diversified Tax Exempt Series were:

<TABLE>

<CAPTION>




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

              For the Year                   For the Year
             Ended 12/31/97                 Ended 12/31/96
             --------------                 --------------
             Shares           Amount        Shares           Amount
             --------------   -----------   --------------   ------------

Sold                643,012   $ 6,698,681          535,294   $ 5,427,100 
Reinvested           78,730       818,991           60,908       612,628 
Repurchased        (144,215)   (1,495,026)        (147,335)   (1,493,261)
             ---------------  ------------  ---------------  ------------
Total               577,527   $ 6,022,646          448,867   $ 4,546,467 
             ===============  ============  ===============  ============
</TABLE>



18
<PAGE>

Notes to Financial Statements

6.     FINANCIAL INSTRUMENTS

The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various market risks.  These financial instruments include written options and
futures  contracts  and  may involve, to a varying degree, elements of risk in
excess  of  the  amounts recognized for financial statement purposes.  No such
investments were held by the Fund on December 31, 1997.

19
<PAGE>

Independent Accountants Report

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

We  have  audited  the  accompanying  statement  of  assets and liabilities of
Manning  &  Napier  Fund,  Inc.-  Diversified Tax Exempt Series, including the
schedule  of  portfolio  investments, as of December 31, 1997, and the related
statement  of  operations for the year then ended, the statement of changes in
net  assets  for  each  of  the  two  years  in  the period then ended and the
financial  highlights  for  each  of  the  periods  indicated in the financial
highlights  table  herein. These financial statements and financial highlights
are  the  responsibility  of  the  Funds  management. Our responsibility is to
express  an  opinion  on  these  financial statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  financial  statements  and
financial  highlights  are  free  of  material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of  December  31,  1997  by  correspondence  with the custodian and
brokers.  An  audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  & Napier Fund, Inc.- Diversified Tax Exempt Series as of December 31,
1997,  the  results  of its operations for the year then ended, the changes in
its  net  assets  for  each  of the two years in the period then ended and the
financial  highlights  for  each  of  the  periods  indicated in the financial
highlights  table  herein  in  conformity  with  generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

20
<PAGE>
<PAGE>


Manning and Napier Fund, Inc.

New York
Tax Exempt Series


Annual Report
December 31, 1997

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

Lets  face  it,  fixed income management is not a high risk profession.  Aside
from  stress,  the  biggest  physical  risk  fixed income managers face is the
continued deterioration of their eyesight.  Of course the same can probably be
said  of  any  profession  which  entails  reading,  writing,  or staring at a
computer screen for 8 to 10 hours a day.  The clinical term for this condition
is  myopia,  a  visual  defect where distant objects are blurred because their
image  is  focused  in  front of the retina rather than on the retina itself. 
While  it  is  likely  that  many  fixed income professionals suffer from this
malady,  there is a secondary definition of myopia that is far more endemic in
the  fixed  income investment community today.  That definition defines myopia
as a shortsightedness in thinking or planning.

For  example,  when  the  Labor Department released their employment report at
8:30  A.M.     on the first Friday of October, the market responded by driving
long-term  interest rates down from 6.30% to 6.15%.  Later in the morning when
a  story  came  across  the  newswire that a U.S. aircraft carrier was heading
toward  the  Persian  Gulf, concerns about oil prices drove long rates back to
6.40%.    When  it was revealed that the carrier had been scheduled to head to
the  gulf,  the  market  recovered and long bonds ended the day where they had
started  at  6.30%.    The  market for municipal bonds is also subject to such
gyrations  and  those gyrations are symptomatic of the short-term focus of the
fixed  income  markets.  Some managers try to act on those gyrations, but that
is a tough game to play, and an even tougher game to win.

Rest  assured,  that  is not how Manning & Napier approaches the management of
its municipal bond funds.  We invest based upon our long-term overview.  We do
monitor the short- term factors that impact the market, but we do so to see if
they strengthen, weaken or have no effect on our long-term overview.

For  those  of  you  who  are  new  shareholders,  our  overview  calls  for a
continuation of the saw-tooth decline in interest rates that has characterized
the  domestic  fixed income market for the last 15 years.  That decline can be
traced  to  the globalization of the worlds economy, the resulting increase in
the  competitive  environment,  and disinflationary pressure that has resulted
from  consumers,  producers,  and  policy  makers  responding  to  that  new
environment.

In  a  competitive global environment, governments have no choice but to enact
sound  fiscal and monetary policies.  Nowhere is that more evident than in the
United  States.    In the early 1990s, the U.S. federal government was running
budget  deficits  in  excess  of  $300 billion.  At the time, some of the more
negative  predictions  were  calling  for  deficits  exceeding  $500 billion. 
History proved them wrong.  Through September, which is the end of the federal
governments fiscal year, the trailing 12 month budget deficit had shrunk to an
amazingly  low  $22.3  billion.    At  the  start  of the fiscal year, deficit
projections  had  called for a deficit in the neighborhood of $125 billion for
fiscal year 1997.

There  are two reasons for the dramatic improvement.  First, receipts continue
to  exceed  expectations.  Some of that can be traced to the fact that this is
the  seventh year of the economic expansion.  It can also be traced to a stock
market  that  is  about  to  post  its  third consecutive year of double digit
returns.    That  has  generated  above-average  capital  gains and associated
capital  gains  taxes.  Second, and more interestingly, expenditure growth has
been  very  much  restrained.    On  a year-over-year basis it has been in the
neighborhood  of  3%.  Policy makers do not have direct control over the level
of receipts that come in; however, they do control expenditures.

1
<PAGE>

Management Discussion and Analysis

An  improved  fiscal  environment  was not limited to the federal government. 
State and local governments have also seen their situations improve.  The same
dynamics  are  at  work  -- growing receipts and restraint over expenditures. 
Many municipalities are now running surpluses, and as a result the issuance of
new municipal bonds has slowed.

Restraint  is  not a term often applied to politicians, but that restraint has
been  driven  by the financial markets' ability to enforce fiscal discipline. 
How  so?    With  the growth of international financial markets, capital flows
from  one  country  to  another  almost  seamlessly.    Those  countries  with
well-defined  property  rights,  established  legal  systems,  and  attractive
relative returns will be the most successful when it comes to keeping capital,
as  well  as attracting foreign capital.  Sound policies are a key contributor
to  whether  a  country  offers attractive relative returns.  The situation is
compounded  by  the  fact  that  the  U.S. is running a rather sizable current
account  deficit.    Because  of that, it is even more important that the U.S.
attract foreign capital.  Otherwise our investment needs cannot be met.

Another investment opinion that has grown out of our long-term overview is the
lack  of  pricing  power and the need for producers to strive for productivity
gains if they are to remain competitive in the global economy.  That is one of
the  few  ways  that  they  can achieve earnings growth, and from an inflation
standpoint,  it contributes to the disinflationary environment.  Manufacturing
productivity has been strong throughout the 1990s; it has been the measures of
service  sector  productivity  that  have appeared lacking.  However, over the
last  year there has been a growing consensus that service sector productivity
has  been  mismeasured.    Not  only  is  service  sector productivity hard to
measure,  but the low numbers being reported seem to contradict the incredible
investments  that  firms  have  made in computers and information processing. 
That  does  not  even  address  the  high  level  of  merger activity that has
permeated all sectors of the economy.

Solid productivity gains help to explain what has occurred in the U.S. economy
in 1997, specifically strong growth and declining inflation.  During the first
quarter  of  this  year, the economy grew at close to a 5% real rate (i.e., 5%
over  the  inflation rate).  In the second quarter, real growth was just under
4%, and during the third quarter, growth came in at 3.5%.  Those are all solid
readings,  and  intuitively one would expect inflation pressures to build, but
over  the  same  period, the Consumer Price Index slowed from a year-over-year
rate  of  3.3%  to 2.2%.  The Producer Price Indexs year-over-year growth rate
fell  from  3%  to  0%.    Strong growth and declining inflation are typically
thought  to  be mutually exclusive.  But that was not the case in 1997,
and  that  was  not  the  case  during  the  1950s and early 1960s when strong
productivity gains allowed growth and low inflation to coexist peacefully.

Both  of  these  big  picture  items  --  declining  budget deficits and solid
productivity gains --  help to explain why interest rates have fallen over the
last  12  months.    On  the  short end of the AAA municipal bond yield curve,
specifically  one-year  paper,  rates  are  actually a touch higher.  However,
two-year  note  rates are  down 5 to 10 basis points (0.05% to 0.10%) over the
last  year,  and  long  bond rates have fallen by 40 basis points (0.40%).  In
fixed  income  parlance,  the  yield  curve has flattened.  From a performance
standpoint, falling interest rates mean higher returns; the further out on the
yield curve an investor ventured, the better his or her performance.

2
<PAGE>

Management Discussion and Analysis

As  of  the end of the year, we had positioned the Series in longer-term bonds
than  its  benchmark,  the Merrill Lynch Intermediate Municipal Index, in
keeping  with our overview.  For the year ending in December, the New York Tax
Exempt  Series  returned 8.33%.  By comparison, the benchmark returned 7.69%. 
This  outperformance was achieved despite the fact that the benchmark does not
reflect  the  fees  and  expenses  that  real-world investors incur and with a
higher quality (i.e., lower credit risk ) portfolio than the benchmark.

What  we  hope  you noticed while you were reading this letter is that none of
our conclusions depended upon our opinion of the most recent economic release,
they did not depend on a forecast of the economy over the next 6 to 12 months,
and  they did not depend upon our opinion of what the Federal Reserve is going
to do at the next Federal Open Market Committee meeting.  As we have stated on
more  than  one  occasion,  the  key  to  success is to focus on the long-term
trends.    Manning  &  Napier  has done that.  The proof as they say is in the
pudding, and  the performance of the Series, given its extremely high quality,
has been quite good.

We wish you the best for a happy, healthy, and prosperous 1998.

Sincerely,



Manning & Napier Advisors, Inc.



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

Portfolio Composition * - As of 12/31/97

General Obligation Bonds - 70%
Revenue Bonds - 25%
Pre-Refunded Bonds - 5%

* As a percentage of municipal securities.

<graphic>
<pie chart>

Data for pie chart to follow:

Quality Ratings2 - As of 12/31/97

Aaa - 86%
Aa - 13%
A - 1%


2 Using Moody's Ratings, as a percentage of municipal securities.


3
<PAGE>

Performance Update as of December 31, 1997

The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - New York
Tax Exempt Series from its inception
(1/17/94) to present (12/31/97) as
compared to the Merrill Lynch Intermediate
Municipal Index.1

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc.
New York Tax Exempt Series
<S>                          <C>                 <C>            <C>

                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/97                     Investment          Cumulative     Annual

One Year                     $           10,833          8.33%     8.33%
Inception 2                  $           12,180         21.80%     5.11%
</TABLE>



<TABLE>

<CAPTION>




Merrill Lynch Intermediate
Municipal Index
<S>                         <C>                 <C>            <C>

                                                Total Return
Through                     Growth of $10,000                  Average
12/31/97                    Investment          Cumulative     Annual

One Year                    $           10,769          7.69%     7.69%
Inception 2                 $           12,419         24.19%     5.62%


</TABLE>



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

<TABLE>

<CAPTION>




               Manning & Napier        Merrill Lynch Intermediate
Date      New York Tax Exempt Series         Municipal Index
<S>       <C>                          <C>

01/17/94  $                    10,000  $                    10,000
12/31/94                        9,318                        9,719
12/31/95                       10,882                       11,020
12/31/96                       11,243                       11,532
12/31/97                       12,180                       12,419
</TABLE>



1 The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 184 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

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


4
<PAGE>

Investment Portfolio - December 31, 1997
<TABLE>

<CAPTION>




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

NEW YORK MUNICIPAL SECURITIES - 96.5%
Albany City School District, G.O. Bond, 4.35%,  2/1/2001            $  475,000  $479,626 
Albany City School District, G.O. Bond, 4.35%,  2/1/2002               150,000   151,336 
Albany City School District, G.O. Bond, 4.55%,  2/1/2006               385,000   390,971 
Albany County, G.O. Bond, 5.75%, 6/1/2010                              200,000   215,820 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2004                250,000   255,393 
Amherst Public Improvement, G.O. Bond, 4.625%, 3/1/2007                200,000   203,354 
Battery Park City Authority, Revenue Bond, 7.70%, 5/1/2015             500,000   534,550 
Bayport-Blue Point Union Free School District,    G.O. Bond,
   5.60%, 6/15/2012                                                    250,000   269,977 
Brighton Central School District, G.O. Bond, 5.40%,6/1/2012            250,000   261,922 
Brockport Central School District, G.O. Bond,     5.50%,
   6/15/2015                                                           300,000   312,015 
Broome County Public Safety, Certificate    Participation, 5.00%,
   4/1/2006                                                            250,000   261,060 
Buffalo General Improvement, G.O. Bond, Series A, 4.75%, 2/1/2004
   2/1/2004                                                            500,000   513,205 
Buffalo Schools, G.O. Bond, Series B, 5.05%,    2/1/2009               250,000   256,988 
Buffalo, G.O. Bond, 5.00%, 12/1/2009                                   150,000   154,741 
Buffalo, G.O. Bond, Series A, 5.20%, 2/1/2010                          250,000   260,495 
Cattaraugus County Public Improvement, G.O. Bond, 5.00%,
   8/1/2007                                                            300,000   313,941 
Chittenango Central School District, G.O. Bond,  5.375%,
   6/15/2016                                                           200,000   204,630 
Colonie, G.O. Bond, 5.20%, 8/15/2008                                   100,000   106,055 
Cortlandville, G.O. Bond, 5.40%, 6/15/2013                             155,000   161,518 
Dryden Central School District, G.O. Bond, 5.50%, 6/15/2011            200,000   209,374 
East Aurora Union Free School District, G.O. Bond,    5.20%,
   6/15/2011                                                           300,000   311,199 
East Hampton, G.O. Bond, 4.625%, 1/15/2007                             175,000   177,158 
East Hampton, G.O. Bond, 4.625%, 1/15/2008                             175,000   176,419 
Eastchester Public Improvement, G.O. Bond, Series B,
   4.90%, 10/15/2011                                                   385,000   388,611 
Ellenville Central School District, G.O. Bond, 5.375%, 5/1/2009        210,000   226,607 
Ellenville Central School District, G.O. Bond, Series B, 5.70%,
   5/1/2011                                                            700,000   764,708 
Erie County Public Improvement, G.O. Bond,    5.80%, 1/15/2003         230,000   246,875 
Erie County, G.O. Bond, Series B, 5.50%,  6/15/2009                    100,000   107,053 
Erie County, G.O. Bond, Series B, 5.50%, 6/15/2025                     400,000   410,968 
Fillmore Central School District, G.O. Bond,    5.25%, 6/15/2015       300,000   305,754 
</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

NEW YORK MUNICIPAL SECURITIES (continued)
Gloversville City School District, G.O. Bond,    5.00%, 6/15/2005   $  350,000  $365,956 
Greene Central School District, G.O. Bond, 5.25%,  6/15/2012           195,000   201,651 
Guilderland School District, G.O. Bond, 4.75%, 6/15/1998               130,000   130,608 
Guilderland School District, G.O. Bond, 4.90%,  6/15/2008              370,000   377,374 
Guilderland School District, G.O. Bond, 5.00%,   6/15/2014             505,000   505,944 
Guilderland School District, G.O. Bond, 5.00%,  6/15/2016              400,000   397,744 
Hamburg Central School District, G.O. Bond,    5.375%, 6/1/2014        600,000   622,326 
Hempstead Town, G.O. Bond, Series B, 5.625%,  2/1/2010                 200,000   216,702 
Holland Central School District, G.O. Bond, 6.125%, 6/15/2010          245,000   274,736 
Huntington, G.O. Bond, 5.875%, 9/1/2009                                250,000   272,900 
Huntington, G.O. Bond, 5.90%, 1/15/2007                                300,000   331,398 
Indian River Central School District, G.O. Bond, Second Series,
   4.30%, 12/15/2003                                                   475,000   478,966 
Irvington Union Free School District, G.O. Bond, Series B,
   5.10%, 7/15/2005                                                    275,000   288,835 
Jamesville-Dewitt Central School District, G.O.,  Bond, 5.75%,
   6/15/2009                                                           420,000   466,582 
Jordan-El Bridge Central School District, G.O. Bond, 5.875%,
   6/15/2008                                                           500,000   551,980 
Le Roy Central School District, G.O. Bond, 0.10%, 6/15/2008            350,000   219,426 
Middletown City School District, G.O. Bond, Series A, 5.50%,
   11/15/2005                                                          175,000   189,047 
Monroe County Public Improvement - Pre-refunded, G.O. Bond
   6.00%, 3/1/2002                                                      95,000   101,756 
Monroe County Public Improvement - Pre-refunded,   G.O. Bond
   6.10%, 6/1/2015                                                      20,000    22,347 
Monroe County Public Improvement - Unrefunded Balance,
   G.O. Bond, 6.00%, 3/1/2002                                          405,000   434,334 
Monroe County Public Improvement - Unrefunded Balance,
   G.O. Bond, 6.10%, 6/1/2015                                          180,000   201,121 
Monroe County Public Improvement, G.O. Bond,    4.90%,
   6/1/2005                                                            250,000   259,785 
Monroe County Water Authority, Revenue Bond, Series B,
   5.25% 8/1/2011                                                      500,000   513,950 
Monroe County Water Improvement, G.O. Bond, 5.25%, 2/1/2017
   2/1/2017                                                            320,000   328,650 
Nassau County, G.O. Bond, Series A, 4.00%, 5/1/1999                    100,000   100,155 
Nassau County, G.O. Bond, Series S, 5.00%, 3/1/2005                    300,000   312,198 
Nassau County General Improvement, G.O. Bond, Series U,
   5.25%, 11/1/2014                                                    335,000   341,412 
</TABLE>



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

6
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>







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

NEW YORK MUNICIPAL SECURITIES (continued)
Nassau County General Improvement, G.O. Bond, Series V,
   5.25%, 3/1/2015                                                 $  385,000  $  391,418 
New Castle, G.O. Bond, 4.75%, 6/1/2010                                450,000     452,106 
New Rochelle City School District, G.O. Bond, Series A, 4.30%,
   2/1/2003                                                           500,000     502,935 
New Rochelle, G.O. Bond, Series C, 6.20%, 3/15/2007                   175,000     194,318 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.00%, 6/15/2003                                         400,000     412,928 
New York City Municipal Water Authority, Revenue Bond,
   Series B, 5.375%, 6/15/2019                                        250,000     251,748 
New York City Municipal Water Finance Authority, Revenue
   Bond, Series B, 5.50%, 6/15/2019                                 1,000,000   1.023,900 
New York City, G.O. Bond, Series K, 5.50%,  4/1/2007                  500,000     536,595 
New York Government Assistance Corp., Revenue Bond,
   Series A, 5.90%, 4/1/2013                                          500,000     544,440 
New York Government Assistance Corp., Revenue Bond,
   Series A, 6.00%, 4/1/2024                                          250,000     268,888 

New York State Environmental Facilities Corp. Pollution Control,
   Revenue Bond, Series A,  4.65%, 6/15/2007                          250,000     254,593 
New York State Environmental Facilities Corp. Pollution Control,
   Revenue Bond, Series A,  5.20%, 6/15/2015                          250,000     253,458 
New York State Environmental Pollution Control, Revenue Bond
   Pooled LN-B, 6.65%, 9/15/2013                                      500,000     558,855 
New York State Environmental Facilities Corp. Pollution Control
   Revenue Bond, Series E, 5.00%, 6/15/2012                           200,000     202,024 
New York State Housing Finance Agency, State University
   Construction, Revenue Bond, Series A, 8.00%, 5/1/2011              250,000     319,915 
New York State Local Government Assistance Corp.,
   Revenue Bond, Series C, 5.00%, 4/1/2021                            750,000     729,840 
New York State Medical Care Facility, Financial  Agency,
   Revenue Bond, 7.75%, 2/15/2020                                     380,000     415,720 
New York State Mortgage Agency, Homeowners Mortgage,
   Revenue Bond, Series 31A, 5.375%, 10/1/2017                        500,000     505,800 
New York State Power Authority, Revenue Bond, Series CC,
   5.00%, 1/1/2014                                                    500,000     500,880 
New York State Power Authority, Revenue Bond, Series CC,
    5.25%, 1/1/2018                                                   250,000     250,725 
New York State Power Authority Revenue & General Purpose,
   Revenue Bond, Ref-Series CC, 4.80%, 1/1/2005                        35,000      36,572 
</TABLE>



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

7
<PAGE>
Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

NEW YORK MUNICIPAL SECURITIES (continued)
New York State Power Authority Revenue & General Purpose,
   Revenue Bond, Ref-Series CC, 4.80%, 1/1/2005                      $  215,000  $  221,439 
New York State Thruway Authority, Highway & Bridge, Revenue
   Bond, Series B, 5.75%, 4/1/2006                                      100,000     109,357 
New York State Thruway Authority, Revenue Bond, Series A,
   5.50%, 1/1/2023                                                    1,020,000   1,033,495 
New York State Thruway Authority Highway & Bridge Trust
   Fund, Revenue Bond,  Series A, 4.90%, 1/1/2007                       555,000     560,123 
New York State Thruway Authority, Revenue Bond, Series B,
   4.90%, 1/1/2007                                                      450,000     464,117 
New York State Urban Development Correctional  Capital Facilities,
    Facilities, Revenue Bond, Series A, 5.25%, 1/1/2014                 500,000     522,080 
New York State Urban Development, Corp.  Correctional Facility,
   Revenue Bond, Series G, 7.00%, 1/1/2017                               50,000      53,840 
New York State Urban Development, Revenue  Bond, 5.375%,
   7/1/2022                                                             400,000     403,352 
New York, G.O. Bond, 8.00%, 3/15/2016                                   500,000     549,050 
Niagara County, G.O. Bond, Series B, 5.20%,  1/15/2011                  400,000     411,148 
Niagara County, G.O. Bond, 5.90%, 7/15/2014                             350,000     377,192 
North Hempstead, G.O. Bond, Series B, 5.90%, 4/1/2004                   300,000     327,327 
North Hempstead, G.O. Bond, Series C, 4.90%, 8/1/2006                   300,000     309,660 
North Syracuse Central School District, G.O. Bond, 5.50%
   6/15/2011                                                            295,000     311,198 
Onondaga County, G.O. Bond, 5.85%, 2/15/2002                            300,000     319,593 
Penfield Central School District, G.O. Bond, 5.20%, 6/15/2010           560,000     584,265 
Queensbury, G O. Bond, Series A, 5.50%,  4/15/2011                      150,000     159,720 
Queensbury, G.O. Bond, Series A, 5.50%,  4/15/2012                      350,000     371,560 
Rochester, G.O. Bond, Series A, 4.70%, 8/15/2006                        250,000     256,550 
Rochester, G.O. Bond, Series A, 5.00%,  8/15/2020                       250,000     252,015 
Rochester, G.O. Bond, Series A, 5.00%,  8/15/2022                        95,000      95,491 
Rome, G.O. Bond, 5.20%, 12/1/2010                                       390,000     404,430 
Sands Point, G.O. Bond, 6.70%, 11/15/2014                               700,000     785,953 
Schenectady, G.O. Bond, 4.55%, 10/1/2002                                200,000     203,838 
Schenectady, G.O. Bond, 5.30%, 2/1/2011                                 250,000     260,658 
South County Central School District Brookhaven, G.O. Bond,
   5.50%, 9/15/2007                                                     380,000     406,790 
South Huntington Union Free School District, G.O. Bond, 5.00%
   9/15/2016                                                            325,000     323,531 
</TABLE>



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

8
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

NEW YORK MUNICIPAL SECURITIES(continued)
South Huntington Union Free School District, G.O. Bond, 5.10%,
   9/15/2017                                                     $  100,000  $100,159 
Steuben County Public Improvement, G.O. Bond, 5.60%,
   5/1/2006                                                         500,000   528,200 
Suffolk County Water Authority, Revenue Bond, 5.10%,
   6/1/2009                                                         250,000   263,267 
Suffolk County Water Authority, Revenue Bond, 7.325%,
   6/1/2012                                                         500,000   522,365 
Suffolk County, G.O. Bond, Series G, 5.40%,  4/1/2013               400,000   410,060 
Sullivan County Public Improvement, G.O. Bond, 4.375%,
   3/15/2001                                                        300,000   302,889 
Sullivan County Public Improvement, G.O. Bond, 5.125%,
   3/15/2013                                                        330,000   333,798 
Three Village Central School District, G.O. Bond, 5.375%,
   6/15/2007                                                        230,000   247,188 
Tioga County Public Improvement, G.O. Bond, 5.25%,
   3/15/2005                                                        250,000   262,743 
Tompkins County, G.O. Bond, Series B, 5.625%,  9/15/2011            135,000   143,459 
Tompkins County, G.O. Bond, Series B, 5.625%,  9/15/2013            300,000   316,809 
Tompkins County, G.O. Bond, Series B, 5.625%, 9/15/2014             300,000   315,624 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
   5.00%, 1/1/2012                                                  500,000   501,755 
Triborough Bridge & Tunnel Authority, Revenue Bond, Series A,
   6.50%, 1/1/2004                                                  200,000   216,962 
Triborough Bridge & Tunnel Authority - General Purpose,
   Revenue Bond, 5.00%, 1/1/2017                                    250,000   245,447 
Triborough Bridge & Tunnel Authority - General Purpose,
   Revenue Bond, Series A, 4.75%,  1/1/2019                         300,000   285,490 
Tri-Valley Central School District, G.O. Bond,  5.60%,
   6/15/2008                                                        120,000   129,509 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2008          250,000   256,988 
Westchester County, G.O. Bond, Series A, 4.75%, 12/15/2009          250,000   254,965 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2010          215,000   207,124 
Westchester County, G.O. Bond, Series B, 4.30%, 12/15/2011          100,000    95,150 
White Plains, G.O. Bond, 4.50%, 9/1/2005                            180,000   183,062 
White Plains, G.O. Bond, 4.50%, 9/1/2007                            315,000   318,241 
William Floyd Union Free School District, G.O. Bond, 5.70%
   6/15/2008                                                        405,000   445,383 
</TABLE>


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

9
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




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

NEW YORK MUNICIPAL SECURITIES(continued)
Williamsville Central School District, G.O. Bond, 5.375%,
   5/1/2004                                                 $      800,000  $   850,512 
Wyandanch Union Free School District, G.O. Bond, 5.60%,
   4/1/2017                                                        500,000      525,885 
                                                                            ------------


TOTAL MUNICIPAL SECURITIES
   (Identified Cost $42,096,802)                                             44,088,670 
                                                                            ------------

SHORT-TERM INVESTMENTS - 2.3%
Dreyfus Basic New York Tax Free Money Market
Fund (Identified Cost $1,044,367)                                1,044,367    1,044,367 
                                                                            ------------

TOTAL INVESTMENTS - 98.8%
   (Identified Cost $43,416,761)                                             45,133,037 

OTHER ASSETS, LESS LIABILITIES - 1.2%                                           548,280 
                                                                            ------------

NET ASSETS - 100%                                                           $45,681,317 
                                                                            ============
                                                                            
KEY-
G.O. Bond - General Obligation Bond
Ref. - Referendum
</TABLE>



<TABLE>

<CAPTION>





<S>                                                               <C>

FEDERAL TAX INFORMATION:

At December 31, 1997, the net unrealized appreciation based on 
identified cost for federal income tax purposes of $43,141,169 
was as follows:

Aggregate gross unrealized appreciation for all investments
in which there was an excess of value over tax cost               $2,007,269 

Aggregate gross unrealized depreciation for all investments
in which there was an excess of tax cost over value                  (15,401)
                                                                 -----------

UNREALIZED APPRECIATION - NET                                     $1,991,868 
                                                                 ===========
</TABLE>



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

10
<PAGE>


Statement of Assets and Liabilities

<TABLE>

<CAPTION>




<S>                                                          <C>

DECEMBER 31, 1997

ASSETS:
Investments, at value (Identified Cost $43,141,169)(Note 2)  $45,133,037 
Interest receivable                                              578,312 
Prepaid expense                                                    1,663 
                                                             ------------

TOTAL ASSETS                                                  45,713,012 
                                                             ------------

LIABILITIES:
Accrued management fees (Note 3)                                  19,208 
Accrued Directors' fees (Note 3)                                   1,644 
Audit fee payable                                                 10,450 
Other payables and accrued expenses                                  393 
                                                             ------------

TOTAL LIABILITIES                                                 31,695 
                                                             ------------

NET ASSETS FOR 4,403,651 SHARES
   OUTSTANDING                                               $45,681,317 
                                                             ============

NET ASSETS CONSIST OF:

Capital stock                                                $    44,037 
Additional paid-in-capital                                    43,567,178 
Undistributed net investment income                               98,046 
Accumulated net realized loss on investments                     (19,812)
Net unrealized appreciation on investments                     1,991,868 
                                                             ------------

TOTAL NET ASSETS                                             $45,681,317 
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
  REDEMPTION PRICE PER SHARE
  ($45,681,317 / 4,403,651 shares)                           $     10.37 
                                                             ============
</TABLE>



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

11
<PAGE>

Statement of Operations

<TABLE>

<CAPTION>



<S>                                                       <C>

FOR THE YEAR ENDED DECEMBER 31, 1997

INVESTMENT INCOME:
Interest                                                  $2,059,931
                                                          ----------

EXPENSES:
Management fees (Note 3)                                     207,477
Directors' fees (Note 3)                                       8,250
Transfer agent fees (Note 3)                                   9,959
Audit fee                                                     13,666
Custodian fee                                                  6,600
Miscellaneous                                                  6,813
                                                          ----------

Total Expenses                                               252,765
                                                          ----------

NET INVESTMENT INCOME                                      1,807,166
                                                          ----------

REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments (identified cost basis)         632
Net change in unrealized appreciation on investments       1,603,090
                                                          ----------

NET REALIZED AND UNREALIZED GAIN ON
INVESTMENTS                                                1,603,722
                                                          ----------

NET INCREASE IN NET ASSETS RESULTING
    FROM OPERATIONS                                       $3,410,888
                                                          ==========
</TABLE>



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

12
<PAGE>

Statement of Changes in Net Assets
<TABLE>

<CAPTION>






                                                         For the Year      For the Year
                                                        Ended 12/31/97    Ended 12/31/96
                                                       ----------------  ----------------
INCREASE (DECREASE) IN NET ASSETS:
<S>                                                    <C>               <C>

OPERATIONS:
Net investment income                                  $     1,807,166   $     1,417,569 
Net realized gain (loss) on investments                            632              (335)
Net change in unrealized appreciation (depreciation)
   on investments                                            1,603,090          (217,088)
                                                       ----------------  ----------------
Net increase in net assets from operations                   3,410,888         1,200,146 
                                                       ----------------  ----------------

DISTRIBUTIONS TO SHAREHOLDERS
   (NOTE 2):

From net investment income                                  (1,768,897)       (1,370,523)
                                                       ----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase from capital share transactions (Note 5)        6,714,448         8,678,432 
                                                       ----------------  ----------------

Net increase in net assets                                   8,356,439         8,508,055 

NET ASSETS:

Beginning of period                                         37,324,878        28,816,823 
                                                       ----------------  ----------------

END OF PERIOD (including undistributed net
   investment income of $98,046 and $59,777
   respectively)                                       $    45,681,317   $    37,324,878 
                                                       ================  ================

</TABLE>



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

13
<PAGE>


Financial Highlights
<TABLE>

<CAPTION>





                                                                                               For the Period
                                                                                                  1/17/94
                                                                                               (commencement
                                                For the Years Ended                            of operations)
                                                     12/31/97          12/31/96    12/31/95     to 12/31/94
<S>                                            <C>                    <C>         <C>         <C>


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

NET ASSET VALUE - BEGINNING  OF PERIOD         $               9.98   $   10.07   $    8.98   $         10.00 
                                               ---------------------  ----------  ----------  ----------------

Income from investment operations:
   Net investment income                                      0.431       0.422       0.404             0.338 
   Net realized and unrealized gain (loss)
      on investments                                          0.384      (0.102)      1.086            (1.020)
                                               ---------------------  ----------  ----------  ----------------

Total from investment operations                              0.815       0.320       1.490            (0.682)
                                               ---------------------  ----------  ----------  ----------------

Less distributions to shareholders:
   From net investment income                                (0.425)     (0.410)     (0.400)           (0.338)
                                               ---------------------  ----------  ----------  ----------------

NET ASSET VALUE - END OF PERIOD                $              10.37   $    9.98   $   10.07   $          8.98 
                                               =====================  ==========  ==========  ================

Total return1                                                  8.33%       3.32%      16.78%           (6.82)%

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

Portfolio turnover                                                2%          6%          0%                6%

NET ASSETS - END OF PERIOD (000'S OMITTED)     $             45,681   $  37,325   $  28,817   $        17,301 
                                               =====================  ==========  ==========  ================

</TABLE>



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

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

14
<PAGE>

Notes to Financial Statements

1.   ORGANIZATION

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

Shares  of the Fund are offered to investors, employees and clients of Manning
&  Napier  Advisors,  Inc.  (the  "Advisor")  and  its  affiliates.  The total
authorized  capital stock of the Corporation consists of one billion shares of
common  stock  each having a par value of $0.01.  As of December 31, 1997, 940
million  shares  have  been  designated  in total among 19 series, of which 50
million have been designated as New York Tax Exempt Series Common Stock.

2.   SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

Securities  for  which  representative  valuations or 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 approved by and under the general
supervision of the Fund's Board of Directors.

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

15
<PAGE>

Notes to Financial Statements

2.   SIGNIFICANT ACCOUNTING POLICIES (continued)

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

At December 31, 1997, the Fund, for federal income tax purposes, had a capital
loss  carryforward  of $19,812. Of this amount, $1,918 will expire on December
31,  2002,   $17,559 will expire on December 31, 2003, and $335 will expire on
December 31, 2004.

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

     DISTRIBUTIONS OF INCOME AND GAINS

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

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

The Fund hereby designates 100% of its ordinary distributions as tax-exempt 
dividends for the year ended December 31, 1997.

     OTHER

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

16
<PAGE>

Notes to Financial Statements

3.     TRANSACTIONS WITH AFFILIATES

The  Fund has an investment advisory agreement with the Advisor, for which the
Fund  pays  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 $207,477
for the year ended December 31, 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  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 $9,959 for the year ended December 31,
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 $8,250 for the year
ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$7,651,687 and $728,750, respectively.


5.     CAPITAL STOCK TRANSACTIONS

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

<CAPTION>



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

             For the Year                      For the Year
                Ended 12/31/97                 Ended 12/31/96
             ------------------                ---------------              
             Shares              Amount        Shares           Amount
             ------------------  ------------  --------------   -----------

Sold                   880,742   $ 8,945,358        1,002,977   $ 9,923,094 
Reinvested             171,409     1,740,404          137,887     1,351,346 
Repurchased           (389,781)   (3,971,314)        (260,462)   (2,596,008)
             ------------------  ------------  ---------------  ------------
Total                  662,370   $ 6,714,448          880,402   $ 8,678,432 
             ==================  ============  ===============  ============
</TABLE>

17
<PAGE>

Notes to Financial Statements

6.     FINANCIAL INSTRUMENTS

The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various market risks.  These financial instruments include written options and
futures  contracts  and  may involve, to a varying degree, elements of risk in
excess  of  the  amounts recognized for financial statement purposes.  No such
investments were held by the Fund on December 31, 1997.

7.     CONCENTRATION OF CREDIT

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


18
<PAGE>

Independent Accountants Report

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

We  have  audited  the  accompanying  statement  of  assets and liabilities of
Manning  &  Napier  Fund,  Inc.-  New  York  Tax  Exempt Series, including the
schedule  of  portfolio  investments, as of December 31, 1997, and the related
statement  of  operations for the year then ended, the statement of changes in
net  assets  for  each  of  the  two  years  in  the period then ended and the
financial  highlights  for  each  of  the  periods  indicated in the financial
highlights  table  herein. These financial statements and financial highlights
are  the  responsibility  of  the  Funds  management. Our responsibility is to
express  an  opinion  on  these  financial statements and financial highlights
based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  financial  statements  and
financial  highlights  are  free  of  material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of  December  31,  1997  by  correspondence  with the custodian and
brokers.  An  audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier  Fund,  Inc.- New York Tax Exempt Series as of December 31,
1997,  the  results  of its operations for the year then ended, the changes in
its  net  assets  for  each  of the two years in the period then ended and the
financial  highlights  for  each  of  the  periods  indicated in the financial
highlights  table  herein  in  conformity  with  generally accepted accounting
principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998


19
<PAGE>
<PAGE>


Manning & Napier Fund, Inc.

Ohio Tax Exempt Series

Annual Report
December 31, 1997

<PAGE>

Management Discussion and Analysis

Dear Shareholders:

Lets  face  it,  fixed income management is not a high risk profession.  Aside
from  stress,  the  biggest  physical  risk  fixed income managers face is the
continued deterioration of their eyesight.  Of course the same can probably be
said  of  any  profession  which  entails  reading,  writing,  or staring at a
computer screen for 8 to 10 hours a day.  The clinical term for this condition
is  myopia,  a  visual  defect where distant objects are blurred because their
image  is  focused  in  front of the retina rather than on the retina itself. 
While  it  is  likely  that  many  fixed income professionals suffer from this
malady,  there is a secondary definition of myopia that is far more endemic in
the  fixed  income investment community today.  That definition defines myopia
as a shortsightedness in thinking or planning.

For  example,  when  the  Labor Department released their employment report at
8:30  A.M.     on the first Friday of October, the market responded by driving
long-term  interest rates down from 6.30% to 6.15%.  Later in the morning when
a  story  came  across  the  newswire that a U.S. aircraft carrier was heading
toward  the  Persian  Gulf, concerns about oil prices drove long rates back to
6.40%.    When  it was revealed that the carrier had been scheduled to head to
the  gulf,  the  market  recovered and long bonds ended the day where they had
started  at  6.30%.    The  market for municipal bonds is also subject to such
gyrations  and  those gyrations are symptomatic of the short-term focus of the
fixed  income  markets.  Some managers try to act on those gyrations, but that
is a tough game to play, and an even tougher game to win.

Rest  assured,  that  is not how Manning & Napier approaches the management of
its municipal bond funds.  We invest based upon our long-term overview.  We do
monitor the short- term factors that impact the market, but we do so to see if
they strengthen, weaken or have no effect on our long-term overview.

For  those  of  you  who  are  new  shareholders,  our  overview  calls  for a
continuation of the saw-tooth decline in interest rates that has characterized
the  domestic  fixed income market for the last 15 years.  That decline can be
traced  to  the globalization of the worlds economy, the resulting increase in
the  competitive  environment,  and disinflationary pressure that has resulted
from  consumers,  producers,  and  policy  makers  responding  to  that  new
environment.

In  a  competitive global environment, governments have no choice but to enact
sound  fiscal and monetary policies.  Nowhere is that more evident than in the
United  States.    In the early 1990s, the U.S. federal government was running
budget  deficits  in  excess  of  $300 billion.  At the time, some of the more
negative  predictions  were  calling  for  deficits  exceeding  $500 billion. 
History proved them wrong.  Through September, which is the end of the federal
governments fiscal year, the trailing 12 month budget deficit had shrunk to an
amazingly  low  $22.3  billion.    At  the  start  of the fiscal year, deficit
projections  had  called for a deficit in the neighborhood of $125 billion for
fiscal year 1997.

There  are two reasons for the dramatic improvement.  First, receipts continue
to  exceed  expectations.  Some of that can be traced to the fact that this is
the  seventh year of the economic expansion.  It can also be traced to a stock
market  that  is  about  to  post  its  third consecutive year of double digit
returns.    That  has  generated  above-average  capital  gains and associated
capital  gains  taxes.  Second, and more interestingly, expenditure growth has
been  very  much  restrained.    On  a year-over-year basis it has been in the
neighborhood  of  3%.  Policy makers do not have direct control over the level
of receipts that come in; however, they do control expenditures.

1
<PAGE>

Management Discussion and Analysis

An  improved  fiscal  environment  was not limited to the federal government. 
State and local governments have also seen their situations improve.  The same
dynamics  are  at  work  -- growing receipts and restraint over expenditures. 
Many municipalities are now running surpluses, and as a result the issuance of
new municipal bonds has slowed.

Restraint  is  not a term often applied to politicians, but that restraint has
been  driven  by the financial markets' ability to enforce fiscal discipline. 
How  so?    With  the growth of international financial markets, capital flows
from  one  country  to  another  almost  seamlessly.    Those  countries  with
well-defined  property  rights,  established  legal  systems,  and  attractive
relative returns will be the most successful when it comes to keeping capital,
as  well  as attracting foreign capital.  Sound policies are a key contributor
to  whether  a  country  offers attractive relative returns.  The situation is
compounded  by  the  fact  that  the  U.S. is running a rather sizable current
account  deficit.    Because  of that, it is even more important that the U.S.
attract foreign capital.  Otherwise our investment needs cannot be met.

Another investment opinion that has grown out of our long-term overview is the
lack  of  pricing  power and the need for producers to strive for productivity
gains if they are to remain competitive in the global economy.  That is one of
the  few  ways  that  they  can achieve earnings growth, and from an inflation
standpoint,  it contributes to the disinflationary environment.  Manufacturing
productivity has been strong throughout the 1990s; it has been the measures of
service  sector  productivity  that  have appeared lacking.  However, over the
last  year there has been a growing consensus that service sector productivity
has  been  mismeasured.    Not  only  is  service  sector productivity hard to
measure,  but the low numbers being reported seem to contradict the incredible
investments  that  firms  have  made in computers and information processing. 
That  does  not  even  address  the  high  level  of  merger activity that has
permeated all sectors of the economy.

Solid productivity gains help to explain what has occurred in the U.S. economy
in 1997, specifically strong growth and declining inflation.  During the first
quarter  of  this  year, the economy grew at close to a 5% real rate (i.e., 5%
over  the  inflation rate).  In the second quarter, real growth was just under
4%, and during the third quarter, growth came in at 3.5%.  Those are all solid
readings,  and  intuitively one would expect inflation pressures to build, but
over  the  same  period, the Consumer Price Index slowed from a year-over-year
rate  of  3.3%  to 2.2%.  The Producer Price Indexs year-over-year growth rate
fell  from  3%  to  0%.    Strong growth and declining inflation are typically
thought  to  be mutually exclusive.  But that was not the case in 1997,
and  that  was  not  the  case  during  the  1950s and early 1960s when strong
productivity gains allowed growth and low inflation to coexist peacefully.

Both  of  these  big  picture  items  --  declining  budget deficits and solid
productivity gains --  help to explain why interest rates have fallen over the
last  12  months.    On  the  short end of the AAA municipal bond yield curve,
specifically  one-year  paper,  rates  are  actually a touch higher.  However,
two-year  note  rates are  down 5 to 10 basis points (0.05% to 0.10%) over the
last  year,  and  long  bond rates have fallen by 40 basis points (0.40%).  In
fixed  income  parlance,  the  yield  curve has flattened.  From a performance
standpoint, falling interest rates mean higher returns; the further out on the
yield curve an investor ventured, the better his or her performance.

2
<PAGE>

Management Discussion and Analysis

As  of  the end of the year, we had positioned the Series in longer-term bonds
than  its  benchmark,  the Merrill Lynch Intermediate Municipal Index, in
keeping  with  our  overview.    For the year ending in December, the Ohio Tax
Exempt  Series  returned 7.92%.  By comparison, the benchmark returned 7.69%. 
This  outperformance was achieved despite the fact that the benchmark does not
reflect  the  fees  and  expenses  that  real-world investors incur and with a
higher quality (i.e., lower credit risk ) portfolio than the benchmark.

What  we  hope  you noticed while you were reading this letter is that none of
our conclusions depended upon our opinion of the most recent economic release,
they did not depend on a forecast of the economy over the next 6 to 12 months,
and  they did not depend upon our opinion of what the Federal Reserve is going
to do at the next Federal Open Market Committee meeting.  As we have stated on
more  than  one  occasion,  the  key  to  success is to focus on the long-term
trends.    Manning  &  Napier  has done that.  The proof as they say is in the
pudding, and  the performance of the Series, given its extremely high quality,
has been quite good.

We wish you the best for a happy, healthy, and prosperous 1998.

Sincerely,



Manning & Napier Advisors, Inc.

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

Portfolio Composition1 - As of 12/31/97

General Obligation Bonds - 72%
Revenue Bonds - 26%
Pre-Refunded Bonds - 2%

1 As a percentage of municipal securities.

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

Quality Ratings 2 - As of 12/31/97

Aaa - 83%
Aa - 13%
A - 3%
Not Rated - 1%

2 Using Moody's Ratings, as a percentage of municipal securities.

3
<PAGE>

Performance Update as of December 31, 1997

The value of a $10,000 investment in the
Manning & Napier Fund, Inc. - Ohio
Tax Exempt Series from its inception
(2/14/94) to present (12/31/97) as
compared to the Merrill Lynch Intermediate
Municipal Index.1

<TABLE>

<CAPTION>




Manning & Napier Fund, Inc.
Ohio Tax Exempt Series

                                                 Total Return
Through                      Growth of $10,000                  Average
12/31/97                         Investment       Cumulative     Annual
<S>                          <C>                 <C>            <C>

One Year                     $           10,792          7.92%     7.92%
Inception 2                  $           12,228         22.28%     5.32%

</TABLE>



<TABLE>

<CAPTION>



Merrill Lynch Intermediate
Municipal Index
                                                Total Return
Through                     Growth of $10,000                  Average
12/31/97                        Investment       Cumulative     Annual
<S>                         <C>                 <C>            <C>

One Year                    $           10,769          7.69%     7.69%
Inception 2                 $           12,406         24.06%     5.71%

</TABLE>



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

<TABLE>

<CAPTION>




             Manning & Napier     Merrill Lynch Intermediate
Date      Ohio Tax Exempt Series       Municipal Index
<S>       <C>                     <C>

02/14/94                  10,000                      10,000
12/31/94                   9,377                       9,709
12/31/95                  10,985                      11,009
12/31/96                  11,331                      11,520
12/31/97                  12,228                      12,406

</TABLE>


The unmanaged Merrill Lynch Intermediate Municipal Index is a
market value weighted measure of approximately 184 municipal
bonds issued across the United States.  The Index is comprised of
investment grade securities.  Index returns assume reinvestment of
coupons and, unlike Fund returns, do not reflect any fees or
expenses.

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

4
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




                                                        Principal     Value
                                                          Amount    (Note 2)

<S>                                                     <C>         <C>

OHIO MUNICIPAL SECURITIES - 96.0%

Akron Bath Copley Joint Twnshp. Childrens Hos.
   Med. Ctr., Revenue Bond, 7.45%, 11/15/2020           $   50,000  $ 55,422 
Akron Limited Tax, G.O. Bond, 4.10%, 12/1/2001              65,000    65,255 
Akron Waterworks, Revenue Management Bond,
   5.70%, 3/1/2007                                         100,000   108,307 
Allen County, G.O. Bond, 5.30%, 12/1/2007                  100,000   105,131 
Amherst Police & Jail Facility, G.O. Bond, 5.375%,
   12/1/2012                                                50,000    52,077 
Avon Lake, G.O. Bond, 5.70%, 12/1/2006                      60,000    64,391 
Avon Lake, G.O. Bond, 6.00%,12/1/2009                       40,000    43,336 
Bedford Heights, G.O. Bond, Series A, 5.65%,
   12/1/2014                                                60,000    65,349 
Belmont County, G.O. Bond, 5.15%, 12/1/2010                100,000   102,793 
Bexley City School District, G.O. Bond, 6.50%,
   12/1/2016                                                20,000    22,069 
Brecksville-Broadview Heights City School
   District, G.O. Bond, 5.25%, 12/1/2021                   115,000   115,090 
Chagrin Falls Exempt Village School District,
   G.O. Bond, 5.55%, 12/01/2022                            100,000   102,799 
Cincinnati, G.O. Bond, 4.60%,12/1/2003                      50,000    51,116 
Clermont County Hospital Facilities Mercy Health
   Care System, Revenue Bond, Series A, 7.625%,
   1/1/2015                                                 25,000    25,500 
Cleveland City School District, G.O. Bond, 5.875%,
   12/1/2011                                               125,000   133,456 
Cleveland Waterworks Revenue Ref. & Impt. - First
   Meeting, Revenue Bond, Series H, 5.50%,
   1/1/2010                                                170,000   181,451 
Cleveland Waterworks, Revenue Bond, 1st Mtg.,
   Series G, 5.50%, 1/1/2013                               100,000   106,981 
Columbus, G.O. Bond, Series 1, 5.25%, 9/15/2018            195,000   197,449 
Columbus Limited Tax, G.O. Bond, Series A, 4.85%,
   7/1/2004                                                 50,000    51,817 
Columbus Sewer Improvement Number 28, G.O.
   Bond, 6.00%, 5/1/2011                                   155,000   169,511 
Columbus, G.O. Bond, Series D, 5.50%, 9/15/2008             50,000    53,481 
Crawford County, G.O. Bond, 6.75%, 12/1/2019               175,000   199,958 
Cuyahoga County, G.O. Bond, Series A, 4.30%,
   10/1/1999                                                50,000    50,333 
Cuyahoga Falls, G.O. Bond, 7.20%, 12/1/2010                 75,000    80,889 
Delaware City School District, Construction & Impt.,
   G.O. Bond, Series B, 5.20%, 12/1/2016                   100,000   100,796 
Dublin City School District, G.O. Bond, 5.00%,
   12/1/2019                                               300,000   295,395 
Fairfield County Hospital Impt., Lancaster-Fairfield
   Community Hospital, Revenue Bond, 7.00%, 6/15/2012       50,000    55,453 

</TABLE>



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

5
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




                                                               Principal     Value
                                                                 Amount    (Note 2)

<S>                                                            <C>         <C>

OHIO MUNICIPAL SECURITIES (continued)
Findlay Water, Revenue Bond, 5.45%, 11/1/2008                  $  100,000  $105,505 
Franklin County, G.O. Bond, 4.95%, 12/1/2004                       50,000    52,141 
Franklin County, G.O. Bond, 5.50%, 12/1/2013                      100,000   104,501 
Gahanna-Jefferson City School District, G.O. Bond,
   4.75%, 12/1/1999                                                50,000    50,737 
Green Local School District - Summit, G.O. Bond,
   5.20%, 12/1/2003                                                75,000    78,890 
Greene County Sewer System, Revenue Bond, 5.50%,
   12/1/2018                                                       30,000    30,792 
Hamilton County Building Impt. - Museum Center,
   G.O. Bond, 5.85%, 12/1/2001                                     50,000    51,090 
Hamilton County Sewer System Ref. & Impt. - Metro
   Sewer District, Revenue Bond, Series A, 4.75%,
   12/1/2000                                                       50,000    53,340 
Hamilton County Sewer System Ref. & Impt. - Metro
   Sewer District, Revenue Bond, Series A, 5.00%,
   12/1/2014                                                      125,000   125,127 
Hilliard School District, G.O. Bond, 6.35%,
   12/1/2003                                                       60,000    66,694 
Hilliard School District, G.O. Bond, Series A, 5.00%,
   12/1/2020                                                      225,000   220,777 
Indian Lake Local School District Construction &
   Improvement, G.O. Bond, 5.375%, 12/1/2023                      220,000   222,602 
Kettering City School District  School Impt., G.O.
   Bond, 5.30%, 12/1/2014                                         125,000   128,019 
Kettering City School District, G.O. Bond, 4.85%,
   12/1/2006                                                       40,000    41,530 
Kettering City School District, G.O. Bond, 5.25%,
   12/1/2022                                                       60,000    60,040 
Kings Local School District, G.O. Bond, 5.50%,
   12/1/2021                                                      115,000   117,809 
Lakewood City School District, G.O. Bond, 5.55%,
   12/1/2013                                                      100,000   104,019 
Lakota Local School District, G.O. Bond, 5.75%,
   12/1/2006                                                       50,000    54,546 
Lakota Local School District, G.O. Bond, 7.00%,
   12/1/2008                                                      100,000   121,876 
Lakota Local School District, G.O. Bond, 7.90%,
   12/1/2011                                                       45,000    46,691 
Mahoning County Limited Tax, G.O. Bond, 5.65%,
   12/1/1998                                                       20,000    20,343 
Mahoning County, G.O. Bond, 5.70%, 12/1/2009                      150,000   161,536 
Mason City School District, G.O. Bond, 5.00%,
   12/1/2007                                                      120,000   124,521 
Mentor, G.O. Bond, 5.25%, 12/01/2017                              100,000   100,906 
Montgomery County, G.O. Bond, 5.30%, 9/1/2007                      65,000    68,383 
Montgomery County, Moraine-Beaver Creek Sewers,
   Revenue Bond, 5.60%, 9/1/2011                                  100,000   105,110 
North Canton City School District, G.O. Bond,
   5.85%, 12/1/2007                                                40,000    43,941 
North Olmstead, G.O. Bond, 6.20%, 12/1/2011                       200,000   230,160 
Northwood Local School District, G.O. Bond, 5.55%, 12/1/2006       65,000    70,867 
</TABLE>



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

6
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>






                                                         Principal     Value
                                                           Amount    (Note 2)

<S>                                                      <C>         <C>

 OHIO MUNICIPAL SECURITIES (continued)
Northwood Local School District, G.O. Bond, 6.20%,
   12/1/2013                                             $   40,000  $ 44,214 
Ohio, G.O. Bond, 6.50%, 8/1/2011                             50,000    54,339 
Ohio Building Authority, Local Jail Grant, Revenue
   Bond, Series A, 4.65%, 10/1/2005                          50,000    51,124 
Ohio Building Authority, State Facilities -
   Administration Building, Revenue Bond, 5.50%,
   10/1/2005                                                 50,000    53.899 
Ohio Higher Education Facility, University of Dayton
   Project, Revenue Bond, 5.80%, 12/1/2019                  100,000   106,211 
Ohio Public Facilities, Higher Education, Revenue
   Bond, Series II-A, 4.25%, 12/1/2002                       50,000    50,308 
Ohio State Infrastructure Improvement, G.O. Bond,
   5.20%, 8/1/2010                                          250,000   261,232 
Ohio State Turnpike, Revenue Bond, Series A,
   5.70%, 2/15/2017                                         125,000   132,090 
Ohio State Turnpike, Revenue Bond, Series A,
   5.40%, 2/15/2009                                         250,000   266,090 
Ohio State Water Development Authority Ref. &
 Impt. - Pure Water, Revenue Bond, 5.75%,
   12/1/2005                                                 60,000    64,712 
Ohio State Water Development Authority Pure Water,
   Revenue Bond, Series I, 6.00%, 12/1/2016                  40,000    43,801 
Ohio State Water Development Authority, Pollution
   Control Facility, Revenue Bond, 5.25%, 12/1/2014         100,000   100,985 
Ottawa County, G.O. Bond, 5.45%, 9/1/2006                    30,000    32,364 
Pickerington Local School District Construction &
   Impt., G.O. Bond, 5.375%, 12/1/2019                      150,000   151,207 
Pickerington Water Systems Improvements, G.O.
   Bond, 5.85%, 12/1/2013                                    50,000    54,063 
Reynoldsburg City School District, G.O. Bond, 6.55%,
   12/1/2017                                                175,000   196,042 
Rocky River City School District, G.O. Bond, Series A,
    6.375%, 12/1/1998                                        25,000    25,590 
Rocky River City School District, G.O. Bond, Series A,
   6.90%, 12/1/2011                                          50,000    54,734 
Rural Lorain Water Authority Ref. & Impt., Revenue
   Bond, 5.30%, 10/1/2012                                   110,000   113,042 
South-Western City School District, Franklin &
   Pickway Counties, G.O. Bond, 4.80%, 12/1/2006            100,000   102,794 
Stark County Hospital, Doctors Hospital, Inc.,
   Revenue Bond, 8.625%, 4/1/2018                            30,000    30,950 
Stark County, G.O. Bond, 5.70%, 11/15/2017                  100,000   104,755 
Summit County, G.O. Bond, 5.75%, 12/1/2008                  175,000   189,030 
</TABLE>



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

7
<PAGE>

Investment Portfolio - December 31, 1997

<TABLE>

<CAPTION>




                                                     Principal      Value
                                                       Amount     (Note 2)

<S>                                                  <C>         <C>

OHIO MUNICIAPL SECURITIES (continued)
Toledo Sewer System, Revenue Bond, 6.35%,
   11/15/2017                                        $  185,000  $  207,518 
Toledo, G.O. Bond, 5.95%, 12/1/2015                     175,000     190,703 
Trumbull County, G.O. Bond, 6.20%, 12/1/2014            100,000     111,348 
Warren, G.O. Bond, 5.20%, 11/15/2013                     50,000      53,027 
Warren County Waterworks, Revenue Bond, 6.00%,
   12/1/2014                                            100,000     108,205 
Warren County Waterworks, Revenue Bond, 5.45%,
   12/1/2015                                            140,000     144,338 
Westlake Ref. & Impt., G.O. Bond, 5.50%, 12/1/2020      295,000     306,900 
Wood County, G.O. Bond, 5.40%, 12/1/2013                 50,000      51,921 
Youngstown, G.O. Bond, 6.125%, 12/1/2014                 50,000      54,829 
                                                                 -----------

TOTAL MUNICIPAL SECURITIES
   (Identified Cost $8,395,709)                                   8,930,463 
                                                                 -----------

SHORT-TERM INVESTMENTS - 3.4%
   Dreyfus Municipal Reserves
   (Identified Cost $319,128)                           319,128     319,128 
                                                                 -----------

TOTAL INVESTMENTS - 99.4%
   (Identified Cost $8,714,837)                                   9,249,591 

OTHER ASSETS, LESS LIABILITIES - 0.6%                                56,387 
                                                                 -----------

NET ASSETS - 100%                                                $9,305,978 
                                                                 ===========
</TABLE>



Key -
G.O. Bond - General Obligation Bond
Hos. - Hospital
Med. Ctr. - Medical Center
Rev. Bond - Revenue Bond
Impt. -  Improvement
Ref. - Refunding

<TABLE>

<CAPTION>




<S>                                                            <C>

FEDERAL TAX INFORMATION:

At December 31, 1997, the net unrealized appreciation based 
on identified cost for federal income tax purposes of 
$8,714,837 was as follows:

Aggregate gross unrealized appreciation for all
investments in which there was an excess of value
over tax cost                                                    $540,222 

Aggregate gross unrealized depreciation for all
investments in which there was an excess of tax
cost over value                                                    (5,468)
                                                                 ---------

UNREALIZED APPRECIATION - NET                                    $534,754 
                                                                 =========
</TABLE>



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

8
<PAGE>

Statement of Assets and Liabilities

<TABLE>

<CAPTION>





<S>                                                         <C>

DECEMBER 31, 1997

ASSETS:

Investments, at value (Identified Cost $8,714,837)(Note 2)  $9,249,591 
Interest receivable                                             73,787 
Prepaid expense                                                    348 
                                                            -----------

TOTAL ASSETS                                                 9,323,726 
                                                            -----------


LIABILITIES:

Accrued Management fees (Note 3)                                 3,924 
Accrued Directors' fees (Note 3)                                 1,645 
Transfer Agent fees (Note 3)                                       188 
Audit fee payable fees (Note 3)                                 10,842 
Other payables and accrued expenses                              1,149 
                                                            -----------

TOTAL LIABILITIES                                               17,748 
                                                            -----------

NET ASSETS FOR 883,723 SHARES OUTSTANDING                   $9,305,978 
                                                            ===========

NET ASSETS CONSIST OF:

Capital stock                                               $    8,837 
Additional paid-in-capital                                   8,755,613 
Undistributed net investment income                              7,553 
Accumulated net realized loss on investments                      (779)
Net unrealized appreciation on investments                     534,754 
                                                            -----------

TOTAL NET ASSETS                                            $9,305,978 
                                                            ===========

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE
($9,305,978/883,723 shares)                                 $    10.53 
                                                            ===========
</TABLE>



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

9
<PAGE>




Statement of Operations

<TABLE>

<CAPTION>




<S>                                                       <C>

For the Year Ended December 31, 1997

INVESTMENT INCOME:

Interest                                                  $449,703 
                                                          ---------

EXPENSES:

Management fees (Note 3)                                    43,617 
Directors' fees (Note 3)                                     8,250 
Transfer agent fees (Note 3)                                 2,094 
Audit fee                                                    8,666 
Custodian fee                                                3,000 
Miscellaneous                                                3,290 
                                                          ---------

Total Expenses                                              68,917 
                                                          ---------

NET INVESTMENT INCOME                                      380,786 
                                                          ---------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)      (779)
Net change in unrealized appreciation on investments       296,013 
                                                          ---------

NET REALIZED AND UNREALIZED GAIN (LOSS)
  ON INVESTMENTS                                           295,234 
                                                          ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS                                        $676,020 
                                                          =========
</TABLE>


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

10
<PAGE>


Statement of Changes in Net Assets

<TABLE>

<CAPTION>




<S>                                                       <C>               <C>

                                                          For the Year      For the Year
                                                          Ended 12/31/97    Ended 12/31/96

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
  Net investment income                                   $       380,786   $       304,727 
  Net realized gain (loss) on investments                            (779)            3,259 
  Net change in unrealized appreciation on investments            296,013           (51,282)
                                                          ----------------  ----------------

  Net increase in net assets from operations                      676,020           256,704 
                                                          ----------------  ----------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):
  From net investment income                                     (375,341)         (303,669)
  From net realized gain on investments                                --            (1,397)
                                                          ----------------  ----------------

Total distributions to shareholders                              (375,341)         (305,066)
                                                          ----------------  ----------------

CAPITAL STOCK ISSUED AND REPURCHASED:
  Net increase in net assets from capital share
  transactions (Note 5)                                         1,307,744         1,602,341 
                                                          ----------------  ----------------

Net increase in net assets                                      1,608,423         1,553,979 

NET ASSETS:
  Beginning of period                                           7,697,555         6,143,576 
                                                          ----------------  ----------------

  END OF PERIOD (including undistributed net investment
   income of $7,553 and $2,108, respectively)             $     9,305,978   $     7,697,555 
                                                          ================  ================
</TABLE>



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

11
<PAGE>

Financial Highlights

<TABLE>

<CAPTION>




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

                                                                                   For the Period
                                                                                           2/14/94 
                                                                                     (commencement 
                                                For the Years Ended                of operations)
                                                12/31/97    12/31/96    12/31/95   to 12/31/94

PER SHARE DATA (FOR A SHARE OUTSTANDING
 THROUGHOUT EACH PERIOD):
NET ASSET VALUE - BEGINNING  OF PERIOD         $   10.18   $   10.31   $    9.18   $         10.00 
                                               ----------  ----------  ----------  ----------------

Income from investment operations:
   Net investment income                           0.446       0.439       0.419             0.205 
   Net realized and unrealized gain (loss)
      on investments                               0.344      (0.129)      1.136            (0.828)
                                               ----------  ----------  ----------  ----------------

Total from investment operations                   0.790       0.310       1.555            (0.623)
                                               ----------  ----------  ----------  ----------------

Less distributions to shareholders:
   From net investment income                     (0.440)     (0.438)     (0.425)           (0.197)
                                               
   From net realized gain on investments              --      (0.002)         --                -- 
                                               ----------  ----------  ----------  ----------------

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

NET ASSET VALUE - END OF PERIOD                $   10.53   $   10.18   $   10.31   $          9.18 
                                               ==========  ==========  ==========  ================

Total return 1                                      7.92%       3.16%      17.14%           (6.23)%

Ratios of expenses (to average net assets) /
   Supplemental Data:
    Expenses*                                       0.79%       0.85%       0.85%           0.85%2 
    Net investment income*                          4.37%       4.40%       4.50%           4.03%2 

Portfolio turnover                                    12%          2%          1%                2%

NET ASSETS - END OF PERIOD (000's omitted)     $   9,306   $   7,698   $   6,144   $         3,901 
                                               ==========  ==========  ==========  ================
</TABLE>




* The investment advisor did not impose all or a portion of its 
management fee and in some periods  paid  a  portion of the Fund's  
expenses.  If these expenses 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>

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

</TABLE>



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

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

12
<PAGE>

Notes to Financial Statements
1.     ORGANIZATION

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

Shares  of the Fund are offered to investors, employees and clients of Manning
&  Napier  Advisors,  Inc.  (the  "Advisor")  and  its  affiliates.  The total
authorized  capital stock of the Corporation consists of one billion shares of
common  stock  each having a par value of $0.01.  As of December 31, 1997, 940
million  shares  have  been  designated  in total among 19 series, of which 50
million have been designated as Ohio Tax Exempt Series Common Stock.

2.     SIGNIFICANT ACCOUNTING POLICIES

     SECURITY VALUATION

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

Securities  for  which  representative  valuations or 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  approved  by and under the general
supervision of the Funds Board of Directors.

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

     SECURITY TRANSACTIONS, INVESTMENT INCOME AND EXPENSES

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

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

     FEDERAL INCOME TAXES

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

13
<PAGE>

Notes to financial Statements

2.     SIGNIFICANT ACCOUNTING POLICIES (continued)

     FEDERAL INCOME TAXES (continued)
At December 31, 1997, the Fund, for federal income tax purposes, had a
capital loss carry forward of $779 that will expire December 31, 2005.

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.

     DISTRIBUTIONS OF INCOME AND GAINS

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

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

The  Fund  hereby  designates  100% of its ordinary distributions as
tax-exempt dividends for the year ended December 31, 1997.

     OTHER

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

3.     TRANSACTIONS WITH AFFILIATES

The  Fund has an investment advisory agreement with the Advisor, for which the
Fund  pays     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 $43,617 for
the year ended December 31, 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

14
<PAGE>

Notes to Financial Statements

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  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 $2,094 for the year ended December 31,
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 $8,250 for the year
ended December 31, 1997.

4.     PURCHASES AND SALES OF SECURITIES

For the year ended December 31, 1997, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term securities, were
$2,177,474 and $1,032,369, respectively.

5.     CAPITAL STOCK TRANSACTIONS

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

<CAPTION>




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

             For the Year                   For the Year
             Ended 12/31/97                 Ended 12/31/96
             --------------                 --------------
             Shares           Amount        Shares           Amount
             --------------   -----------   --------------   ----------
Sold                312,374   $ 3,225,466          187,378   $1,880,010 
Reinvested           34,046       351,939           30,485      305,066 
Repurchased        (219,088)   (2,269,661)         (57,415)    (582,735)
             ---------------  ------------  ---------------  -----------
Total               127,332   $ 1,307,744          160,448   $1,602,341 
             ===============  ============  ===============  ===========
</TABLE>



6.     FINANCIAL INSTRUMENTS

The Fund may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its investing activities to assist in managing exposure to
various market risks.  These financial instruments include written options and
futures  contracts  and  may involve, to a varying degree, elements of risk in
excess  of  the  amounts recognized for financial statement purposes.  No such
investments were held by the Fund on December 31, 1997.

15
<PAGE>

Notes to Financial Statements

7.     CONCENTRATION OF CREDIT

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

16
<PAGE>

Independent Accountants Report

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

We  have  audited  the  accompanying  statement  of  assets and liabilities of
Manning & Napier Fund, Inc.- Ohio Tax Exempt Series, including the schedule of
portfolio  investments,  as of December 31, 1997, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each  of  the  two years in the period then ended and the financial highlights
for  each  of  the periods indicated in the financial highlights table herein.
These  financial statements and financial highlights are the responsibility of
the  Funds  management.  Our  responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain  reasonable  assurance  about  whether  the  financial  statements  and
financial  highlights  are  free  of  material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the  financial  statements. Our procedures included confirmation of securities
owned  as  of  December  31,  1997  by  correspondence  with the custodian and
brokers.  An  audit also includes assessing the accounting principles used and
significant  estimates  made  by management, as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide a
reasonable basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present fairly, in all material respects, the financial position of the
Manning  &  Napier Fund, Inc.- Ohio Tax Exempt Series as of December 31, 1997,
the  results of its operations for the year then ended, the changes in its net
assets  for  each  of the two years in the period then ended and the financial
highlights for each of the periods indicated in the financial highlights table
herein in conformity with generally accepted accounting principles.

COOPERS & LYBRAND L.L.P.

BOSTON, MASSACHUSETTS
JANUARY 23, 1998

17
<PAGE>






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</TABLE>





February 25, 1998

Securities & Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

VIA:   EDGAR


Gentlemen:

In accordance with the provisions of Rule 270.30b-21 of the Investment
Company Act of 1940, submitted are copies of the shareholder reports 
together with the cover letter that were distributed to the 
shareholders of the Manning & Napier Fund, Inc. World Opportunities 
Series, International Series, Small Cap Series, Global Fixed Income Series, 
New York Tax Exempt Series, Ohio Tax Exempt Series and Diversified 
Tax Exempt Series.

Sincerely,

MANNING & NAPIER FUND, INC.

/s/ Beth Galusha



Beth Galusha
Treasurer & Chief Financial Officer




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