ARTICLES OF AMENDMENT
                                       TO
                            ARTICLES OF INCORPORATION
                                       OF
                                EXETER FUND, INC.


     EXETER  FUND,  INC.  (the "Corporation"), a corporation organized under the
laws  of  the  State of Maryland, having its principal place of business at 1100
Chase  Square,  Rochester,  New  York  14604,  does  hereby certify to the State
Department  of  Assessments  and  Taxation  of  Maryland  that:

     FIRST:  The  Corporation  is  registered  as an open-end investment company
under  the  Investment  Company  Act  of  1940.  As  hereinafter  set forth, the
Corporation  has  classified  its  authorized, unissued and unclassified capital
stock  in  accordance  with Section 2-105(c) of the Maryland General Corporation
Law  and  under  authority  contained  in  the  Articles of Incorporation of the
Corporation.

     SECOND: Pursuant to the authority contained in Section 2-605 (a) (4) of the
Maryland  General  Corporation Law and under authority contained in Article V of
the  Articles  of Incorporation, the Board of Directors, by a resolution adopted
by unanimous consent, voted to change the name of the World Opportunities Series
II  shares  to the Overseas Series  and the name of the All-Equity Series shares
to  the  Equity  Series.

     THIRD:  Pursuant  to  the authority contained in Section 2-605(a)(4) of the
Maryland  General  Corporation Law and under authority contained in Article V of
the Articles of Incorporation, the Board of Directors desires to change the name
of  the World Opportunities Series II to the Overseas Series and the name of the
All-Equity  Series  to  the  Equity  Series.

     FOURTH:  Pursuant  to  the  requirements  of  Section 2-607 of the Maryland
General Corporation Law, the Board of Directors has determined to file of record
Articles  of  Amendment,  which  Amendment  is  limited  to  a  change expressly
permitted  by  Section  2-605  of  the Maryland General Corporation Law, and was
approved  by  a  majority  of the Board without action by shareholders, and that
such  Amendment  is  solely  for  the purpose of changing the designation of the
World  Opportunities  Series  II  and  the  All-Equity  shares.

     FIFTH:  The  Articles of Amendment of the Corporation are hereby amended by
changing  the  share  designations  of  the series of the Fund as follows: World
Opportunities Series II Shares shall be designated as Overseas Series Shares and
the  All-Equity  Series  Shares  shall  be  designated  as Equity Series Shares.

     SIXTH: Each share of the Overseas Series and the Equity Series common stock
shall  have  all of the preferences, conversion and other rights, voting powers,
restrictions,  limitations  as  to  dividends,  qualifications  and  terms  and
conditions of redemption that are set forth in the Articles of Incorporation, as
amended.

     SEVENTH:  The  officers  of the Corporation be, and each of them hereby is,
authorized  and  empowered  to  execute, seal and deliver any and all documents,
instruments,  papers  and  writings,  including  but  not  limited  to  Articles
Amendment  to  be filed with the State Department of Assessments and Taxation of
Maryland,  and  to do any and all other acts, in the name of the Corporation and
on  its  behalf,  as  may  be  necessary  or  desirable in connection with or in
furtherance  of  the  foregoing  resolutions.

     EIGHTH:  The  aforesaid action by the Board of Directors of the Corporation
was  taken  pursuant  to  authority  and  power  contained  in  the  Articles of
Incorporation  of  the  Corporation.

     IN  WITNESS  WHEREOF,  EXETER  FUND,  INC.  has caused these presents to be
signed  in  its  name  and on its behalf by its Vice President and its corporate
seal  to  be  hereunto affixed and attested by its Secretary as of the 14  June,
2002.


     EXETER  FUND,  INC.




By:     /s/.  B.  Reuben  Auspitz
     B.  Reuben  Auspitz
     Vice  President

[Seal]




I,  Jodi L. Hedberg, Corporate Secretary, hereby acknowledge on behalf of Exeter
Fund,  Inc.  that  the  foregoing Articles of Amendment are the corporate act of
said  corporation  under  the  penalties  of  perjury.  Md  C&A  Section  1-301



/s/  Jodi  L.  Hedberg

Jodi  L.  Hedberg
Secretary