EXETER FUND INC /NY/
N-30D, 1999-12-28
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December  29,  1999


To  Shareholders  of  the  following  Series  of  the  Exeter  Fund:

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

Dear  Shareholder:

Enclosed  are  copies  of the Annual Reports for each of the above Series of the
Exeter  Fund  in  which  you  owned  shares as of October 31, 1999.  The reports
include  information about the Series' performance as well as portfolio listings
as  of  that  date.

Please  contact  our  Fund  Services department at 1-800-466-3863 or your Client
Consultant  if  you  have  any questions about your holdings in the Exeter Fund.

Sincerely,

/s/  Amy  J.  Williams

Amy  J.  Williams
Fund  Services  Manager

<PAGE>

Exeter  Fund,  Inc.
Defensive  Series
Annual  Report
October,  31,  1999

<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

DEAR  SHAREHOLDERS:

In  managing  the  Defensive  Series, we place a dominant emphasis on minimizing
volatility  over  an  intermediate  time  horizon.  In pursuit of this goal, the
Series  maintains  a  conservative  position  with  a  large  amount invested in
intermediate-term  fixed income securities.  This particular strategy limits the
portfolio's  weight  in stocks, especially in the face of a generally overvalued
U.S.  stock  market. Although the Series has continued to post positive returns,
it  has  not  been  immune  to  the  adverse  bond  market  environment.

The  bond  market continued to struggle over the last six months, but steadied a
bit  more recently.  However, with long-term U.S. Treasury bond yields rising by
over  100  basis  points  (1.00%)  in  the last year, the bond market's negative
returns over the period have influenced the returns of this Series.  In light of
this  rising  interest  rate  environment  and growing uncertainty regarding the
future  performance  of  the  economy  and  corporate  earnings,  the Series has
withstood  this  recent  volatility  well  as  a  result  of  its  focus  on
short-to-intermediate term maturity fixed income securities.  With less interest
rate  sensitivity,  these  securities have tended to moderate some of the impact
that  rising  yields  had  on  long-term  bonds.

While  the  bond  market  appears to have stabilized, the risk in the U.S. stock
market continues to build.  Rising energy prices and tight labor markets are two
of  the  factors  that are forcing costs to go up in a number of industries this
year.  With  costs  rising  and  most  companies lacking true pricing power, the
inevitable  result  is  a  margin squeeze.  Add to that the impact of the recent
rise  in  interest  rates and the result is likely to be a difficult environment
for  high  valuation  (e.g.,  high  price-to-earnings ratio) stocks.  Given this
environment,  we  have  continued  with  our  current focus on stocks with lower
valuations,  which we believe positions the equity portion of the portfolio well
for  the  future.  Likewise, we believe that our focus on high quality bonds and
well-positioned  companies  around  the  globe  provides  an appropriate balance
between  the  goals  of  long-term  capital  appreciation  and  avoidance  of
year-to-year  volatility.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT


<GRAPHIC>
<PIE  CHART>
Data  for  pie  chart  to  follow:

Asset  Allocation  -  As  of  10/31/99
Stocks  -  17%
Bonds  -  80%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  3%

1
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999


Exeter  Fund,  Inc.  -  Defensive  Series
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000               Average
10/31/99    Investment         Cumulative   Annual
<C>         <S>                <C>          <C>
One Year    $10,175             1.75%       1.75%
Inception 1 $12,371            23.71%       5.46%
</TABLE>




Lehman  Brothers  Intermediate  Bond  Index
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000               Average
10/31/99    Investment         Cumulative   Annual
<C>         <S>                <C>          <C>
One Year    $10,099             0.99%        0.99%
Inception 1 $12,533            25.33%        5.80%
</TABLE>




15-85  Blended  Index

<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000               Average
10/31/99    Investment         Cumulative   Annual
<C>         <S>                <C>          <C>
One Year    $10,448             4.48%        4.48%
Inception 1 $13,999            39.99%        8.77%

</TABLE>



The  value  of  a  $10,000  investment  in  the  Exeter  Fund,  Inc. - Defensive
Series  from  its  inception  (11/1/95) to present (10/31/99) as compared to the
Lehman  Brothers  Intermediate  Bond  Index  and  a  15-85  Blended  Index.  2

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




            Exeter Fund, Inc.  Lehman Brothers Intermediate
Date        Defensive Series            Bond Index           15-85 Blended Index
<S>         <C>                <C>                           <C>
11/01/1995  10,000             10,000                        10,000
10/31/1996  10,494             10,581                        10,847
10/31/1997  11,411             11,374                        12,052
10/31/1998  12,157             12,411                        13,398
10/31/1999  12,371             12,533                        13,999
</TABLE>




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

2 The Lehman Brothers Intermediate Bond Index is a market value weighted measure
of  approximately  3,300  corporate  and  government  securities.  The  index is
comprised  of  investment grade securities with maturities greater than one year
but  less  than  ten  years.  The  15-85 Blended  Index is 15% Standard & Poor's
(S&P)  500  Total  Return Index and 85% Lehman Brothers Intermediate Bond Index.
The  S&P  500 Total Return Index is an unmanaged capitalization-weighted measure
of 500 widely held common stocks listed on the New York Stock Exchange, American
Stock  Exchange,  and  Over-the-Counter  market.  Both  Indices  returns  assume
reinvestment  of  income  and,  unlike  Fund returns, do not reflect any fees or
expenses.

2
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                                               VALUE
                                                     SHARES   (NOTE 2)
                                                     -------  ---------
COMMON STOCK - 16.94%
<S>                                                  <C>      <C>
AGRICULTURAL PRODUCTION - 0.08%
Sylvan, Inc.* . . . . . . . . . . . . . . . . . . .      375  $  3,656
                                                              ---------

APPAREL - 0.71%
Adidas - Salomon AG (Germany) (Note 7). . . . . . .      450    33,114
Novel Denim Holdings Ltd.*. . . . . . . . . . . . .      250     1,266
                                                               -------
                                                                34,380
                                                               -------

BUSINESS SERVICES - 0.43%
National Data Corp. . . . . . . . . . . . . . . . .      875    21,000
                                                              ---------

CHEMICAL & ALLIED PRODUCTS - 2.40%
  BIOLOGICAL PRODUCTS - 0.76%
  Cypress Bioscience, Inc.* . . . . . . . . . . . .    2,925     6,581
   PathoGenesis Corp.*. . . . . . . . . . . . . . .      100     1,500
  Sigma-Aldrich Corp. . . . . . . . . . . . . . . .    1,000    28,500
                                                               -------
                                                               36,581
                                                               -------

  PHARMACEUTICAL PREPARATIONS - 1.64%
  Mylan Laboratories, Inc.. . . . . . . . . . . . .    2,000    35,875
  Teva Pharmaceutical Industries Ltd.- ADR (Note 7)      900    43,537
                                                               -------
                                                                79,412
                                                               -------
                                                               115,993
                                                               -------

CRUDE PETROLEUM & NATURAL GAS - 2.21%
Gulf Canada Resources Ltd.- ADR* (Note 7) . . . . .   13,575    53,452
Petroleo Brasileiro S.A. (Petrobras) -
   ADR (Note 7) . . . . . . . . . . . . . . . . . .    3,275    52,345
Stolt Comex Seaway, S.A.* (Note 7). . . . . . . . .       75       802
                                                              ---------
                                                               106,599
                                                              ---------

DIAMONDS - 0.39%
De Beers Consolidated Mines - ADR (Note 7). . . . .      700    18,944
                                                              ---------

ELECTRONICS & ELECTRICAL EQUIPMENT - 0.04%
The Carbide/Graphite Group, Inc.* . . . . . . . . .      300     2,100
                                                              ---------

FOOD & KINDRED PRODUCTS - 1.62%
Bestfoods . . . . . . . . . . . . . . . . . . . . .      600    35,250
Unilver plc -ADR (Note 7) . . . . . . . . . . . . .    1,160    43,138
                                                               -------
                                                                78,388
                                                               -------

GLASS PRODUCTS - 0.15%
Libbey, Inc.. . . . . . . . . . . . . . . . . . . .      275     7,288
                                                              ---------

HEALTH SERVICES - 0.55%
Manor Care, Inc.* . . . . . . . . . . . . . . . . .    1,700    26,775
                                                              ---------
</TABLE>



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


3
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                                          VALUE
                                                 SHARES  (NOTE 2)
                                                 ------  ---------
<S>                                              <C>     <C>
HOLDING COMPANIES - PUBLISHING - 0.53%
Reed International plc - ADR (Note 7) . . . . .   1,100  $ 25,300
                                                         ---------

INDUSTRIAL & COMMERCIAL MACHINERY - 0.58%
Compaq Computer Corp. . . . . . . . . . . . . .   1,200    22,800
NN Ball & Roller, Inc.. . . . . . . . . . . . .     800     5,300
                                                         ---------
                                                           28,100
                                                         ---------

MOTION PICTURE PRODUCTION - 0.63%
News Corp. Ltd. - ADR (Note 7). . . . . . . . .   1,100    30,319
                                                         ---------

PAPER & ALLIED PRODUCTS - 0.64%
International Paper Co. . . . . . . . . . . . .     550    28,944
Smurfit-Stone Container Corp.*. . . . . . . . .      99     2,141
                                                         ---------
                                                           31,085
                                                         ---------

PRIMARY METAL INDUSTRIES - 0.12%
Intermet Corp.. . . . . . . . . . . . . . . . .      50       506
Texas Industries, Inc.. . . . . . . . . . . . .     150     5,372
                                                         ---------
                                                            5,878
                                                         ---------

REFUSE SYSTEMS - 0.06%
Newpark Resources, Inc.*. . . . . . . . . . . .     450     2,897
                                                         ---------

RETAIL - SPECIALTY STORES - 0.04%
Hancock Fabrics, Inc. . . . . . . . . . . . . .     475     1,959
                                                         ---------

SOFTWARE - 0.02%
MAPICS, Inc.* . . . . . . . . . . . . . . . . .     125     1,062
                                                         ---------

TECHNICAL INSTRUMENTS & SUPPLIES - 1.89%
Eastman Kodak Co. . . . . . . . . . . . . . . .     850    58,597
Millipore Corp. . . . . . . . . . . . . . . . .   1,025    32,672
                                                         ---------
                                                           91,269
                                                         ---------

TELECOMMUNICATION SERVICES- 1.11%
Grupo Radio Centro S.A. de C.V. - ADR (Note 7).     100       469
ProSieben Media AG (Germany) (Note 7) . . . . .      25     1,029
Sinclair Broadcast Group, Inc.* . . . . . . . .     125     1,250
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR (Note 7) . . . . . . . . . . . . . . . .     655        31
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR PFD (Note 7) . . . . . . . . . . . . . .     655    51,008
                                                         --------
                                                           53,787
                                                         --------

TESTING LABORATORIES - 0.08%
Paradigm Geophysical Ltd.*. . . . . . . . . . .     700     3,762
                                                         ---------

TEXTILE MILL PRODUCTS - 0.11%
Albany International Corp. - Class A. . . . . .     351     5,331
                                                         ---------
</TABLE>



The  accompanying  notes  are  integral  part  of  the  financial  statements.

4
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                            SHARES/PRINCIPAL     VALUE
                                                 AMOUNT        (NOTE 2)
                                            -----------------  ---------
<S>                                         <C>                <C>
TRANSPORTATION - 2.55%
  RAILROAD - 2.44%
  Burlington Northern Santa Fe Corp. . . .              1,400  $ 44,625
  Canadian National Railway - ADR (Note 7)              2,400    73,200
                                                              ----------
                                                                117,825
                                                              ----------

  WATER - 0.11%
  Trico Marine Services, Inc.* . . . . . .                775     5,377
                                                               ---------
                                                                123,202
                                                               ---------

TOTAL COMMON STOCK
   (Identified Cost $866,172). . . . . . .                      819,074
                                                              ----------

U.S. TREASURY SECURITIES - 68.59%

U.S. TREASURY BONDS - 9.58%
U.S. Treasury Bond, 7.25%, 8/15/2022 . . .  $         150,000   163,641
U.S. Treasury Bond, 7.50%, 11/15/2024. . .             20,000    22,625
U.S. Treasury Bond, 6.875%, 8/15/2025. . .            210,000   221,681
U.S. Treasury Bond, 6.50%, 11/15/2026. . .             55,000    55,619
                                                               ---------

TOTAL U.S. TREASURY BONDS
   (Identified Cost $472,814). . . . . . .                      463,566
                                                               ---------

U.S. TREASURY NOTES - 59.01%
U.S. Treasury Note, 6.125%, 9/30/2000. . .            560,000   562,625
U.S. Treasury Note, 5.625%, 2/28/2001. . .             60,000    59,925
U.S. Treasury Note, 6.375%, 9/30/2001. . .             25,000    25,242
U.S. Treasury Note, 7.50%, 11/15/2001. . .             50,000    51,562
U.S. Treasury Note, 6.25%, 6/30/2002 . . .            150,000   151,266
U.S. Treasury Note, 5.875%, 9/30/2002. . .            275,000   274,828
U.S. Treasury Note, 6.25%, 2/15/2003 . . .            215,000   216,881
U.S. Treasury Note, 5.875%, 2/15/2004. . .             75,000    74,789
U.S. Treasury Note, 7.25%, 8/15/2004 . . .             65,000    68,189
U.S. Treasury Bond, 6.50%, 5/15/2005 . . .            625,000   636,133
U.S. Treasury Note, 6.125%, 8/15/2007. . .              5,000     4,981
U.S. Treasury Note, 5.50%, 2/15/2008 . . .            240,000   230,325
U.S. Treasury Note, 4.75%, 11/15/2008. . .            550,000   497,406
                                                               ---------

TOTAL U.S. TREASURY NOTES
   (Identified Cost $2,866,456). . . . . .                    2,854,152
                                                             ----------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $3,339,270). . . . . .                    3,317,718
                                                             -----------
</TABLE>



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

5

<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>





                                        SHARES/PRINCIPAL     VALUE
                                             AMOUNT        (NOTE 2)
                                        -----------------  ---------
<S>                                     <C>                <C>
U.S. GOVERNMENT AGENCIES - 10.94%
MORTGAGE BACKED SECURITIES
GNMA, Pool #365225, 9.00%, 11/15/2024.  $          20,120  $ 21,168
GNMA, Pool #398655, 6.50%, 5/15/2026 .             39,772    38,025
GNMA, Pool #473373, 9.00%, 2/15/2027 .              9,525    10,021
GNMA, Pool #452826, 9.00%, 1/15/2028 .            137,984   145,166
GNMA, Pool #460820, 6.00%, 6/15/2028 .             93,256    86,556
GNMA, Pool #458983, 6.00%, 1/15/2029 .            245,935   228,266
                                                           ---------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $533,579). . . . .                      529,202
                                                           ---------

SHORT-TERM INVESTMENTS - 2.39%

Dreyfus Treasury Cash Management Fund
(Identified Cost $115,514) . . . . . .            115,514   115,514
                                                           ---------

TOTAL INVESTMENTS - 98.86%
   (Identified Cost $4,854,535). . . .                    4,781,508

OTHER ASSETS, LESS LIABILITIES - 1.14%                      55,250
                                                          ---------

NET ASSETS - 100%. . . . . . . . . . .                   $4,836,758
                                                         ==========

</TABLE>



*   Non-income  producing  security


Federal  Tax  Information:

At  October  31,  1999, the net unrealized depreciation based on identified cost
for  federal  income  tax  purposes  of  $4,865,692  was  as  follows:

Unrealized appreciation            $56,294
Unrealized depreciation           (140,478)
                                  ---------

UNREALIZED DEPRECIATION - NET     $(84,184)
                                  =========

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

STATEMENT  OF  ASSETS  AND  LIABILITIES

<TABLE>
<CAPTION>



OCTOBER 31, 1999

ASSETS:
<S>                                                         <C>
Investments, at value (identified cost $4,854,535)(Note 2)  $4,781,508
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .       7,876
Interest receivable. . . . . . . . . . . . . . . . . . . .      59,378
Receivable for securities sold . . . . . . . . . . . . . .       3,309
Receivable for fund shares sold. . . . . . . . . . . . . .         468
Dividends receivable . . . . . . . . . . . . . . . . . . .         191
                                                            -----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .   4,852,730
                                                            -----------


LIABILITIES:

Accrued directors' fees (Note 3) . . . . . . . . . . . . .       2,117
Transfer agent fees payable (Note 3) . . . . . . . . . . .          97
Audit fee payable. . . . . . . . . . . . . . . . . . . . .       9,252
Payable for securities purchased . . . . . . . . . . . . .       1,201
Other payables and accrued expenses. . . . . . . . . . . .       3,305
                                                            -----------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . .      15,972
                                                            -----------

NET ASSETS FOR 455,382 SHARES OUTSTANDING. . . . . . . . .  $4,836,758
                                                            ===========


NET ASSETS CONSIST OF:

Capital stock. . . . . . . . . . . . . . . . . . . . . . .  $    4,554
Additional paid-in-capital . . . . . . . . . . . . . . . .   4,756,420
Undistributed net investment income. . . . . . . . . . . .     117,154
Accumulated net realized gain on investments . . . . . . .      31,657
Net unrealized depreciation on investments . . . . . . . .     (73,027)
                                                            -----------

TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . . .  $4,836,758
                                                            ===========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($4,836,758/455,382 shares) . . . . . . . . . . . . . .  $    10.62
                                                            ===========
</TABLE>




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



STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>



FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                       <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . .  $ 277,924
Dividends (net of foreign tax withheld, $1,047). . . . .     15,215
                                                          ----------

Total Investment Income. . . . . . . . . . . . . . . . .    293,139
                                                          ----------


EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . .     46,160
Directors' fees (Note 3) . . . . . . . . . . . . . . . .      7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .      1,385
Registration and filing fees . . . . . . . . . . . . . .     14,200
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .      9,919
Custodian fee. . . . . . . . . . . . . . . . . . . . . .      5,401
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .      6,107
                                                          ----------

Total Expenses . . . . . . . . . . . . . . . . . . . . .     90,373

Less Reduction of Expenses (Note 3). . . . . . . . . . .    (32,652)
                                                          ----------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .     57,721
                                                          ----------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .    235,418
                                                          ----------


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     39,396
Net change in unrealized depreciation on investments . .   (154,121)
                                                          ----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .   (114,725)
                                                          ----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $ 120,693
                                                          ==========
</TABLE>



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


STATEMENTS  OF  CHANGES  IN  NET  ASSETS

<TABLE>
<CAPTION>






                                                         FOR THE       FOR THE
                                                        YEAR ENDED    YEAR ENDED
                                                         10/31/99      10/31/98
                                                       ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                    <C>           <C>
Net investment income . . . . . . . . . . . . . . . .  $   235,418   $   159,505
Net realized gain on investments. . . . . . . . . . .       39,396        13,980
Net change in unrealized appreciation on investments.     (154,121)       55,114
                                                       ------------  ------------

Net increase from operations. . . . . . . . . . . . .      120,693       228,599
                                                       ------------  ------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . . . . . . . .     (212,396)      (91,449)
From net realized gain on investments . . . . . . . .      (20,762)      (34,079)
                                                       ------------  ------------

Total distribution to shareholders. . . . . . . . . .     (233,158)     (125,528)
                                                       ------------  ------------


CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5). . . . . . . . . . . . . . .     (783,936)    3,866,052
                                                       ------------  ------------

Net increase (decrease) in net assets . . . . . . . .     (896,401)    3,969,123


NET ASSETS:

Beginning of year . . . . . . . . . . . . . . . . . .    5,733,159     1,764,036
                                                       ------------  ------------

END OF YEAR (including undistributed net investment
income of $117,154 and $99,985, respectively) . . . .  $ 4,836,758   $ 5,733,159
                                                       ============  ============


</TABLE>



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

FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>





                                             FOR THE     FOR THE     FOR THE     FOR THE
                                               YEAR        YEAR        YEAR        YEAR
                                              ENDED       ENDED       ENDED       ENDED
                                             10/31/99    10/31/98    10/31/97    10/31/96
                                            ----------  ----------  ----------  ----------

Per share data (for a share outstanding
throughout each period):
<S>                                         <C>         <C>         <C>         <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . .  $   10.85   $   10.71   $   10.29   $   10.00
                                            ----------  ----------  ----------  ----------

Income from investment operations:
   Net investment income*. . . . . . . . .      0.462       0.347       0.426       0.349
   Net realized and unrealized gain on
   investments . . . . . . . . . . . . . .     (0.275)      0.327       0.447       0.137
                                            ----------  ----------  ----------  ----------

Total from investment operations . . . . .      0.187       0.674       0.873       0.486
                                            ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income. . . . . . .     (0.380)     (0.352)     (0.385)     (0.196)
   From net realized gain on investments .     (0.037)     (0.182)     (0.068)         --
                                            ----------  ----------  ----------  ----------

Total distribution, to shareholders. . . .     (0.417)     (0.534)     (0.453)     (0.196)
                                            ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD. . . . . .  $   10.62   $   10.85   $   10.71   $   10.29
                                            ==========  ==========  ==========  ==========

Total return1. . . . . . . . . . . . . . .       1.75%       6.54%       8.74%       4.94%

Ratios (to average net assets) /
Supplemental Data:
    Expenses*. . . . . . . . . . . . . . .       1.00%       1.00%       1.00%       1.00%
    Net investment income* . . . . . . . .       4.08%       4.20%       4.45%       4.26%

Portfolio turnover . . . . . . . . . . . .         33%         15%         60%         30%

NET ASSETS - END OF PERIOD (000's omitted)  $   4,837   $   5,733   $   1,764   $     745
                                            ==========  ==========  ==========  ==========

</TABLE>



*The investment advisor did not impose all or a portion of its management fee in
some  periods  and paid a portion of the Series' expenses. If these expenses had
been  incurred by the Series, and had 1996 expenses been limited to that allowed
by  state  securities  law,  the  net investment income per share and the ratios
would  have  been  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>      <C>      <C>      <C>
Net investment income . . . . .  $0.397   $0.287   $0.274   $0.226

Ratios (to average net assets):
   Expenses . . . . . . . . . .    1.57%    1.73%    2.59%    2.50%
   Net investment income. . . .    3.51%    3.47%    2.86%    2.76%

</TABLE>



1  Represents  aggregate  total  return  for  the  period  indicated.


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

NOTES  TO  FINANCIAL  STATEMENTS

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

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have  been  designated  as  Defensive  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  traded most extensively.
Securities  not traded on valuation date or securities not listed on an exchange
are  valued  at  the  latest  quoted  bid  price.

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

     FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent that the Series 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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.


11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
     DISTRIBUTIONS  OF  INCOME  AND  GAINS
Distributions  to  shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend  date.  Distributions  of net
realized  gains  are  distributed  annually.  An  additional distribution may be
necessary  to  avoid  taxation  of  the  Series.

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, character
reclassification between net income and net gains, or other tax adjustments.  As
a  result,  net  investment  income  (loss)  and  net  investment gain (loss) on
investment  transactions  for  a  reporting period may differ significantly from
distributions  to  shareholders during such period.  As a result, the Series may
periodically make reclassifications among its capital accounts without impacting
the  Series'  net  asset  value.

For  the year ended October 31, 1999, the Series distributed $8,586 of long-term
capital  gains.

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

3.     TRANSACTIONS  WITH  AFFILIATES
The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor a fee, computed daily and payable monthly, at an annual rate of 0.80% of
the  Series' average daily net assets.  The fee amounted to $46,160 for the year
ended  October  31,  1999.

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

The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more  than  1.0% of average daily net assets each year. Accordingly, the Advisor
waived  fees  of $32,652 for the year ended October 31, 1999, which is reflected
as  a  reduction of expenses on the Statement of Operations.  The fee waiver and
assumption  of expenses by the Advisor is voluntary and may be terminated at any
time.

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  pays  a fee which is
calculated  as a percentage of the average daily net assets at an annual rate of
0.024%;  this  fee  amounted  to  $1,385  for  the  year ended October 31, 1999.

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  Series.

12
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
For  the  year  ended October 31, 1999, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term  securities,  were
$597,528  and  $749,582,  respectively.  Purchases  and  sales  of United States
Government  securities,  other  than  short-term securities, were $1,184,738 and
$1,828,272,  respectively.

5.     CAPITAL  STOCK  TRANSACTIONS
Transactions  in  shares  of  Defensive  Series  Class  A  Common  Stock  were:
<TABLE>
<CAPTION>




              FOR THE YEAR                         FOR THE YEAR
             ENDED 10/31/99                        ENDED 10/31/98

                 Shares            Amount        Shares     Amount
             ---------------  ----------------  --------  -----------
<S>          <C>              <C>               <C>       <C>
Sold. . . .         149,871   $     1,614,006   442,590   $4,709,666
Reinvested.          21,934           233,158    12,005      125,528
Repurchased        (245,016)       (2,631,100)  (90,651)    (969,142)
             ---------------  ----------------  --------  -----------
Net change.         (73,211)  $      (783,936)  363,944   $3,866,052
             ===============  ================  ========  ===========

</TABLE>



The Advisor owned 20,825 shares on October 31, 1999 and 35,663 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
The Series may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its  investing  activities to assist in managing exposure to
various  market  risks.  These  financial  instruments  include written options,
forward  foreign  currency  exchange  contracts,  and  futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk  in  excess of the amounts
recognized  for  financial statement purposes.  No such investments were held by
the  Series  on  Octobedr  31,  1999.

7.     FOREIGN  SECURITIES
Investing  in  securities  of foreign companies and foreign governments involves
special  risks  and  considerations  not  typically associated with investing in
securities  of domestic companies and the United States Government.  These risks
include  revaluation  of currencies and potential adverse political and economic
developments.  Moreover, securities of foreign companies and foreign governments
may  be  less  liquid and their prices more volatile than those of securities of
comparable  domestic  companies  and  the  United  States  Government.
13
<PAGE>


REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and Shareholders of Exeter Fund, Inc. - Defensive
Series:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial position of the Exeter Fund, Inc.- Defensive
Series  (the  "Series")  at October 31, 1999, and the results of its operations,
changes  in  net assets and the financial highlights for the year then ended, in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements") are the responsibility of the Series management; our responsibility
is  to  express an opinion on these financial statements based on our audit.  We
conducted  our  audit of these financial statements in accordance with generally
accepted auditing standards, which require that we plan and perform the audit to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating  the  overall  financial statement presentation.  We believe that our
audit,  which  included  confirmation  of  securities  at  October  31,  1999 by
correspondence  with  the custodian and brokers, provides a reasonable basis for
the  opinion  expressed  above.  The  financial  statements  of the Series as of
October  31,  1998  and  for  the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999

14
<PAGE>

OTHER  INFORMATION  (UNAUDITED)
     CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).

15
<PAGE>
<PAGE>
<PAGE>





Exeter  Fund,  Inc.
Blended  Asset  Series  I
Annual  Report
October  31,  1999

<PAGE>
<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

DEAR  SHAREHOLDERS:

In  managing  the  Blended  Asset  Series  I,  we  place  emphasis on minimizing
volatility  as  well as providing growth.  In order to reduce volatility over an
intermediate  time  horizon, the Series maintains a conservative position with a
large  amount invested in fixed income securities.  This particular strategy has
forced  us  to  shy  away from significant exposure to stocks in response to the
overvaluation  that has been seen throughout the U.S. stock market over the past
few  years.  Although  interest  rates have leveled off recently, long-term U.S.
Treasury  bond  yields  have  risen by over 100 basis points (1.00%) in the last
year.  Couple  that  with high market valuations, and we have a very challenging
environment  in  which  to  invest.  In  light  of  this  rising  interest  rate
environment  and  growing  uncertainty  regarding  the future performance of the
economy  and corporate earnings, the Series has withstood this recent volatility
well.  This  resilience is largely a result of the portfolio's approximately 21%
weight  to  foreign  stocks.

While  the  bond  market  appears to have stabilized, the risk in the U.S. stock
market continues to build.  Rising energy prices and tight labor markets are two
of  the  factors  that are forcing costs to go up in a number of industries this
year.  With  costs  rising  and  most  companies lacking true pricing power, the
inevitable  result  is  a  margin squeeze.  Add to that the impact of the recent
rise  in  interest  rates and the result is likely to be a difficult environment
for  high  valuation  (e.g.,  high  price-to-earnings ratio) stocks.  Given this
environment,  we  have  continued  with  our  current focus on stocks with lower
valuations,  which  we  believe  positions  the  portfolio  well for the future.
Likewise,  we  believe  that our focus on high quality bonds and well-positioned
companies  around the globe provides an appropriate balance between the goals of
long-term  capital  appreciation  and  avoidance  of  year-to-year  volatility.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT


<GRAPHIC>
<PIE  CHART>

Data  for  pie  chart  to  follow:

Asset  Allocation  -  As  of  10/31/99
Stocks  -  43%
Bonds  -  55%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  2%

1
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999


Exeter  Fund,  Inc.  -  Blended  Asset  Series  I
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000                  Average
10/31/99    Investment         Cumulative      Annual
<S>         <C>                <C>             <C>
One Year    $10,432             4.32%          4.32%
Five Year   $16,093            60.93%          9.98%
Inception 1 $16,048            60.48%          8.02%
</TABLE>




Lehman  Brothers  Intermediate  Bond  Index
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual
<S>         <C>                <C>           <C>
One Year    $10,099             0.99%         0.99%
Five Year   $14,105            41.05%         7.12%
Inception 1 $13,891            38.91%         5.51%
</TABLE>




30  -  70  Blended  Index
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000              Average
10/31/99    Investment         Cumulative  Annual
<S>         <C>                <C>         <C>
One Year    $10,805             8.05%       8.05%
Five Year   $17,967            79.67%      12.43%
Inception 1 $18,300            83.00%      10.36%
</TABLE>



The  value  of  a  $10,000  investment  in  the  Exeter  Fund,  Inc.  -  Blended
Asset  Series I from its inception (9/15/93)to present (10/31/99) as compared to
the  Lehman  Brothers  Intermediate  Bond  Index  and  a  30-70 Blended Index. 2


<graphic>
<line  chart>

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




                     Exeter Fund, Inc.     Lehman Brothers           30-70 Blended
Date               Blended Asset Series I  Intermediate Bond Index   Index
<S>                <C>                     <C>                       <C>
09/15/1993         10,000                  10,000                    10,000
12/31/1993         10,092                  10,032                    10,081
12/31/1994         10,012                   9,838                     9,986
12/31/1995         12,123                  11,347                    12,151
10/31/1996         12,806                  11,728                    13,040
10/31/1997         14,472                  12,606                    14,965
10/31/1998         15,383                  13,755                    16,937
10/31/1999         16,048                  13,891                    18,300
</TABLE>




1  Performance  numbers  for  the  Series  and  Indices  are  calculated  from
September  15,  1993,  the  Series'  inception date.  The Series' performance is
historical  and  may  not  be  indicative  of  future  results.

2  The  Lehman  Brothers  Intermediate  Bond  Index  is  a market value weighted
measure  of  approximately  3,300  corporate  and  government  securities.  The
Index  is  comprised of investment grade securities with maturities greater than
one  year  but  less than ten years.  The 30-70 Blended  Index is 30% Standard &
Poor's  (S&P)  500  Total Return Index and 70% Lehman Brothers Intermediate Bond
Index.  The  S&P  500 Total Return Index is an unmanaged capitalization-weighted
measure  of 500 widely held common stocks listed on the New York Stock Exchange,
American  Stocks  Exchange,  and  Over-the-Counter market. Both Indices' returns
assume  reinvestment  of  income  and, unlike Series returns, do not reflect any
fees  or  expenses.

2
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>




                                                                   VALUE
                                                        SHARES    (NOTE 2)
                                                       ---------  ---------
COMMON STOCK - 42.54%
<S>                                                    <C>        <C>
AGRICULTURAL PRODUCTION - 0.05%
Sylvan, Inc.* . . . . . . . . . . . . . . . . . . . .      1,250  $ 12,187
                                                                  ---------

APPAREL - 1.88%
Adidas-Salomon AG (Germany) (Note 7). . . . . . . . .      6,700   493,028
Novel Denim Holdings Ltd* . . . . . . . . . . . . . .      1,225     6,202
                                                                  ---------
                                                                   499,230
                                                                  ---------

BUSINESS SERVICES - 1.22%
National Data Corp.                                       13,425   322,200
                                                                  ---------


CHEMICAL & ALLIED PRODUCTS - 6.88%
  BIOLOGICAL PRODUCTS - 1.95%
   Cypress Bioscience, Inc.*. . . . . . . . . . . . .     11,000    24,750
   PathoGenesies Corp.* . . . . . . . . . . . . . . .      1,200    18,000
   Sigma-Aldrich Corp.. . . . . . . . . . . . . . . .     16,675   475,237
                                                                  ---------
                                                                   517,987
                                                                  ---------
  PHARMACEUTICAL PREPARATIONS - 3.69%
   Mylan Laboratories, Inc. . . . . . . . . . . . . .     27,250   488,797
   Orion-Yhtyma Oyj - B Shares (Finland) (Note 7) . .        630    15,021
   Teva Pharmaceutical Industries Ltd. - ADR (Note 7)      9,825   475,284
                                                                  ---------
                                                                   979,102
                                                                  ---------
  PLASTIC MATERIALS - 1.24%
  Eastman Chemical Co.. . . . . . . . . . . . . . . .      8,550   329,709
                                                                  ---------
                                                                 1,826,798
                                                                  ---------

COMPUTER SERVICES - 1.04%
   PROGRAMMING - 0.05%
    Comptek Research, Inc.* . . . . . . . . . . . . .      1,400    14,350
                                                                  ---------

   SOFTWARE - 0.99%
   J.D. Edwards & Co.*. . . . . . . . . . . . . . . .     10,400   248,950
   MAPICS, Inc* . . . . . . . . . . . . . . . . . . .      1,600    13,600
                                                                  ---------
                                                                   262,550
                                                                  ---------
                                                                   276,900
                                                                  ---------

CRUDE PETROLEUM & NATURAL GAS - 6.01%
Gulf Canada Resources, Ltd - ADR* (Note 7). . . . . .    169,150   666,028
Noble Affiliates, Inc.. . . . . . . . . . . . . . . .         50     1,266
Petroleo Brasileiro SA (Petrobras) - ADR (Note 7) . .     57,175   913,845
Stolt Comex Seaway SA* (Note 7) . . . . . . . . . . .      1,100    11,756
                                                                  ---------
                                                                 1,592,895
                                                                  ---------
</TABLE>



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

3
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>




                                                        VALUE
                                             SHARES    (NOTE 2)
                                            ---------  ---------
<S>                                         <C>        <C>
ELECTRONICS & ELECTRICAL EQUIPMENT - 0.03%
The Carbide/Graphite Group, Inc.*. . . . .        975  $  6,825
                                                       ---------

FOOD & KINDRED PRODUCTS - 4.40%
Bestfoods. . . . . . . . . . . . . . . . .      9,600   564,000
Unilever plc - ADR (Note 7). . . . . . . .     16,232   603,628
                                                       ---------
                                                      1,167,628
                                                       ---------

GLASS PRODUCTS - 0.05%
Libbey, Inc. . . . . . . . . . . . . . . .        500    13,250
                                                       ---------

HEALTH SERVICES - 1.37%
Manor Care, Inc* . . . . . . . . . . . . .     23,000   362,250
                                                       ---------

HOLDING COMPANIES - PUBLISHING - 1.39%
Reed International plc - ADR (Note 7). . .     16,000   368,000
                                                       ---------

INDUSTRIAL & COMMERCIAL MACHINERY - 1.29%
Compaq Computer Corp.. . . . . . . . . . .     17,500   332,500
NN Ball & Roller, Inc. . . . . . . . . . .      1,350     8,944
                                                       ---------
                                                        341,444
                                                       ---------

MOTION PICTURE PRODUCTION - 1.59%
News Corp Ltd. - ADR (Note 7). . . . . . .     15,300   421,706
                                                       ---------

PAPER & ALLIED PRODUCTS - 1.79%
International Paper Co.. . . . . . . . . .      8,300   436,787
Smurift-Stone Container Corp.* . . . . . .      1,782    38,536
                                                       ---------
                                                        475,323
                                                       ---------

PRIMARY METAL INDUSTRIES - 0.13%
Intermet Corp. . . . . . . . . . . . . . .        550     5,569
Texas Industries, Inc. . . . . . . . . . .        800    28,650
                                                       ---------
                                                         34,219
                                                       ---------

REFUSE SYSTEMS - 0.04%
Newpark Resources, Inc.* . . . . . . . . .      1,500     9,656
                                                       ---------

RETAIL SPECIALTY STORES - 0.01%
Hancock Fabrics, Inc.. . . . . . . . . . .        825     3,403
                                                       ---------

TECHNICAL INSTRUMENTS & SUPPLIES - 4.72%
Eastman Kodak Co.. . . . . . . . . . . . .     11,125   766,930
Millipore Corp.. . . . . . . . . . . . . .     15,200   484,500
                                                       ---------
                                                       1,251,430
                                                       ---------
</TABLE>



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

4
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>





                                                   PRINCIPAL        VALUE
                                                 AMOUNT/SHARES    (NOTE 2)
                                                 --------------  -----------
<S>                                              <C>             <C>
TELECOMMUNICATION SERVICES - 2.88%
Grupo Radio Centro S.A.de C.V. - ADR (Note 7) .           1,300  $    6,094
ProSieben Media AG (Germany) (Note 7) . . . . .             350      14,401
Sinclair Broadcast Group, Inc.* . . . . . . . .           1,600      16,000
Telecomunicacoes Brasileiras
     S.A. (Telebras ) - ADR PFD (Note 7). . . .           9,360     728,910
Telecomunicacoes Brasileiras
    S.A. (Telebras) - ADR (Note 7). . . . . . .           9,310         437
                                                                  ----------
                                                                    765,842
                                                                  ----------

TESTING LABORATORIES - 0.05%
Paradigm Geophysical Ltd.*. . . . . . . . . . .           2,350      12,631
                                                                     -------

TEXTILE MILL PRODUCTS - 0.07%
Albany International Corp. - Class A. . . . . .           1,204      18,286
                                                                     -------

TRANSPORTATION- 5.65%
  RAILROAD - 5.58%
   Burlington Northern Santa Fe Corp. . . . . .          20,400     650,250
   Canadian National Railway Co. - ADR (Note 7)          26,700     814,350
   Genesee & Wyoming, Inc.* . . . . . . . . . .           1,300      15,031
                                                                  ----------
                                                                   1,479,631
                                                                  ----------

  WATER - 0.07%
   Trico Marine Services, Inc.* . . . . . . . .           2,575      17,864
                                                                  ----------
                                                                  1,497,495
                                                                  ----------

TOTAL COMMON STOCK
(Identified Cost $11,658,510) . . . . . . . . .                   11,279,598
                                                                  ----------

U.S. TREASURY SECURITIES - 54.90%
U.S. TREASURY BONDS - 23.89%
   U.S. Treasury Bond, 9.875%, 11/15/2015 . . .  $       20,000      26,637
   U.S. Treasury Bond, 7.250%, 5/15/2016. . . .          45,000      48,502
   U.S. Treasury Bond, 8.750%, 5/15/2017. . . .          40,000      49,313
   U.S. Treasury Bond, 8.750%, 5/15/2020. . . .         365,000     456,706
   U.S. Treasury Bond, 7.250%, 8/15/2022. . . .       1,690,000   1,843,685
   U.S. Treasury Bond, 7.500%, 11/15/2024 . . .       3,315,000   3,750,094
   U.S. Treasury Bond, 6.875%, 8/15/2025. . . .          10,000      10,556
   U.S. Treasury Bond, 6.500%, 11/15/2026 . . .         135,000     136,519
   U.S. Treasury Bond, 5.500%, 8/15/2028. . . .          15,000      13,331
                                                                  ----------

   TOTAL U.S. TREASURY BONDS
   (Identified Cost $6,187,672) . . . . . . . .                    6,335,343
                                                                  ----------
</TABLE>



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

5
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                              PRINCIPAL       VALUE
                                            AMOUNT/SHARES    (NOTE 2)
                                            --------------  ----------
<S>                                         <C>             <C>
U.S. TREASURY NOTES - 31.01%
   U.S. Treasury Note, 6.250%, 4/30/2001 .       2,000,000  2,013,750
   U.S. Treasury Note, 6.625%, 7/31/2001 .       3,485,000  3,530,741
   U.S. Treasury Note, 6.625%, 3/31/2002 .          10,000     10,166
   U.S. Treasury Note, 6.250%, 6/30/2002 .         185,000    186,561
   U.S. Treasury Note, 5.875%, 9/30/2002 .       1,275,000  1,274,203
   U.S. Treasury Note, 5.500%, 3/31/2003 .          45,000     44,381
   U.S. Treasury Note, 6.500%, 5/15/2005 .         355,000    361,324
   U.S. Treasury Note, 5.375%, 6/30/2003 .         750,000    735,937
   U.S. Treasury Note, 4.250%, 11/15/2003.          60,000     56,325
   U.S. Treasury Note, 5.250%, 5/15/2004 .          10,000      9,712
                                                            ----------

   TOTAL U.S. TREASURY NOTES
   (Identified Cost $8,271,143). . . . . .                   8,223,100
                                                            ----------


TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $14,458,815) . . . . .                  14,558,443
                                                            ----------

U.S. GOVERNMENT AGENCIES - 0.33%
   MORTGAGE BACKED SECURITIES - 0.20%
   GNMA, Pool #174225, 9.50%, 8/15/2016. .             878        942
   GNMA, Pool #286310, 9.00%, 2/15/2020. .          14,100     14,834
   GNMA, Pool #288873, 9.50%, 8/15/2020. .           2,036      2,184
   GNMA, Pool #385753, 9.00%, 7/15/2024. .          32,140     33,813
                                                            ----------

   TOTAL MORTGAGED BACKED SECURITIES
    (Identified Cost $51,092). . . . . . .                      51,773
                                                            ----------

   OTHER AGENCIES - 0.13%
   Federal National Mortgage Association
      Note, 5.625% 3/15/2001 . . . . . . .          10,000      9,939
   Federal National Mortgage Association
      Note, 5.75% 2/15/2008. . . . . . . .          25,000     23,559
                                                            ----------

   TOTAL OTHER AGENCIES
    (Identified Cost $35,461). . . . . . .                      33,498
                                                            ----------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $86,553) . . . . . . .                      85,271
                                                            ----------

SHORT-TERM INVESTMENTS - 1.08%
   Dreyfus Treasury Cash Management Fund
   (Identified Cost $287,042). . . . . . .         287,042    287,042
                                                            ----------


TOTAL INVESTMENTS - 98.85%
   (Identified Cost $26,490,920) . . . . .                 26,210,354

OTHER ASSETS, LESS LIABILITIES - 1.15% . .                    304,823
                                                           ----------

NET ASSETS - 100%. . . . . . . . . . . . .                $26,515,177
                                                           ==========

</TABLE>



  *Non-income  producing  security

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

6
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

FEDERAL  TAX  INFORMATION:

At  October  31,  1999, the net unrealized depreciation based on identified cost
for
federal  income  tax  purposes  of  $26,568,464  was  as  follows:

Unrealized appreciation        $  1,076,456

Unrealized depreciation          (1,434,566)
                                 -----------
UNREALIZED DEPRECIATION - NET     ($358,110)
                                 ==========

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

7
<PAGE>


STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>


OCTOBER  31,  1999



ASSETS:
<S>                                                          <C>
Investments, at value (identified cost $26,490,920)(Note 2)  $26,210,354
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .       21,182
Interest receivable . . . . . . . . . . . . . . . . . . . .      322,312
Receivable for securities sold. . . . . . . . . . . . . . .       18,384
Receivable for fund shares sold . . . . . . . . . . . . . .       10,206
Dividends receivable. . . . . . . . . . . . . . . . . . . .        2,641
                                                             ------------


TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . .   26,585,079
                                                             ------------


LIABILITIES:

Accrued management fees (Note 3). . . . . . . . . . . . . .       26,946
Accrued directors' fees (Note 3). . . . . . . . . . . . . .        2,117
Transfer agent fees payable (Note 3). . . . . . . . . . . .          541
Payable for securities purchased. . . . . . . . . . . . . .       15,842
Audit fee payable . . . . . . . . . . . . . . . . . . . . .       15,006
Payable for fund shares repurchased . . . . . . . . . . . .        3,560
Other payables and accrued expenses . . . . . . . . . . . .        5,890
                                                             ------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . .       69,902
                                                             ------------

NET ASSETS FOR 2,395,134 SHARES OUTSTANDING . . . . . . . .  $26,515,177
                                                             ============


NET ASSETS CONSIST OF:

Capital stock . . . . . . . . . . . . . . . . . . . . . . .  $    23,952
Additional paid-in-capital. . . . . . . . . . . . . . . . .   25,737,683
Undistributed net investment income . . . . . . . . . . . .      526,915
Accumulated net realized gain on investments. . . . . . . .      507,200
Net unrealized depreciation on investments. . . . . . . . .     (280,573)
                                                             ------------

TOTAL NET ASSETS. . . . . . . . . . . . . . . . . . . . . .  $26,515,177
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($26,515,177/2,395,134 shares) . . . . . . . . . . . . .  $     11.07
                                                             ============
</TABLE>



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

8
<PAGE>

STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>


FOR  THE  YEAR  ENDED  OCTOBER  31,  1999


INVESTMENT INCOME:
<S>                                                       <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . .  $1,148,625
Dividends (net of foreign tax withheld, $15,749) . . . .     232,930
                                                          -----------

Total Investment Income. . . . . . . . . . . . . . . . .   1,381,555
                                                          -----------


EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . .     322,226
Directors' fees (Note 3) . . . . . . . . . . . . . . . .       7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .       7,733
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .      17,251
Custodian fee. . . . . . . . . . . . . . . . . . . . . .      16,950
Registration  and filing fees. . . . . . . . . . . . . .      13,352
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .      11,000
                                                          -----------

Total Expenses . . . . . . . . . . . . . . . . . . . . .     395,713

Less Reduction of Expenses (Note 3). . . . . . . . . . .      (9,043)
                                                          -----------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .     386,670
                                                          -----------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .     994,885
                                                          -----------


REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)
      and other assets . . . . . . . . . . . . . . . . .     588,481
Net change in unrealized depreciation on investments
    and other assets . . . . . . . . . . . . . . . . . .      22,061
                                                          -----------

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .     610,542
                                                          -----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $1,605,427
                                                          ===========
</TABLE>



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

9
<PAGE>

STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>




                                                         FOR THE       FOR THE
                                                        YEAR ENDED    YEAR ENDED
                                                         10/31/99      10/31/98
                                                       ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                    <C>           <C>
Net investment income . . . . . . . . . . . . . . . .  $   994,885   $   916,188
Net realized gain on investments. . . . . . . . . . .      588,481     1,773,717
Net change in unrealized appreciation on investments.       22,061    (1,033,391)
                                                       ------------  ------------
Net increase from operations. . . . . . . . . . . . .    1,605,427     1,656,514
                                                       ------------  ------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . . . . . . . .     (970,289)     (693,293)
From net realized gain on investments . . . . . . . .   (1,849,031)   (1,427,315)
                                                       ------------  ------------

Total distributions to shareholders . . . . . . . . .   (2,819,320)   (2,120,608)
                                                       ------------  ------------


CAPITAL STOCK ISSUED AND REPURCHASED:


Net increase (decrease) from capital share
   transactions (Note 5). . . . . . . . . . . . . . .   (4,562,147)   10,824,821
                                                       ------------  ------------


Net increase (decrease) in net assets . . . . . . . .   (5,776,040)   10,360,727


NET ASSETS:

Beginning of year . . . . . . . . . . . . . . . . . .   32,291,217    21,930,490
                                                       ------------  ------------

END OF YEAR (including undistributed net investment
income of $526,915 and $502,925, respectively). . . .  $26,515,177   $32,291,217
                                                       ============  ============


</TABLE>



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

10
<PAGE>

FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>




                                                                                 FOR THE
                                             FOR THE     FOR THE     FOR THE       TEN       FOR THE     FOR THE
                                               YEAR        YEAR        YEAR       MONTHS       YEAR        YEAR
                                              ENDED       ENDED       ENDED       ENDED       ENDED       ENDED
                                             10/31/99    10/31/98    10/31/97    10/31/96    12/31/95    12/31/94
                                            ----------  ----------  ----------  ----------  ----------  ----------

Per share data (for a share outstanding
throughout each period):
<S>                                         <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE - BEGINNING  OF PERIOD . .  $   11.59   $   11.97   $   11.20   $   10.72   $    9.72   $   10.05
                                            ----------  ----------  ----------  ----------  ----------  ----------

Income from investment operations:
   Net investment income*. . . . . . . . .      0.383       0.357       0.390       0.293       0.342       0.200
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . .      0.217       0.349       1.010       0.307       1.698      (0.280)
                                            ----------  ----------  ----------  ----------  ----------  ----------

Total from investment operations . . . . .      0.600       0.706       1.400       0.600       2.040      (0.080)
                                            ----------  ----------  ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income. . . . . . .     (0.344)     (0.328)     (0.442)     (0.092)     (0.342)     (0.203)
   In excess of net investment income. . .          -           -           -      (0.005)          -
   From net realized gain on investments .     (0.776)     (0.758)     (0.188)     (0.028)     (0.693)     (0.040)
   In excess of net realized gain on
   Investments . . . . . . . . . . . . . .          -           -           -           -           -      (0.007)
                                            ----------  ----------  ----------  ----------  ----------  ----------

Total distributions to shareholders. . . .     (1.120)     (1.086)     (0.630)     (0.120)     (1.040)     (0.250)
                                            ----------  ----------  ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD. . . . . .  $   11.07   $   11.59   $   11.97   $   11.20   $   10.72   $    9.72
                                            ==========  ==========  ==========  ==========  ==========  ==========

Total return 1 . . . . . . . . . . . . . .       4.32%       6.29%      13.01%       5.64%      21.08%     (0.80%)

Ratios (to average net assets) /
 Supplemental Data:
    Expenses * . . . . . . . . . . . . . .       1.20%       1.20%       1.20%     1.20%2        1.20%       1.20%
    Net investment income *. . . . . . . .       3.09%       3.25%       3.39%     3.69%2        3.64%       3.40%

Portfolio turnover . . . . . . . . . . . .         45%         60%         50%         85%         72%         45%

NET ASSETS - END OF PERIOD (000'S OMITTED)  $  26,515   $  32,291   $  21,930   $  17,794   $   9,518   $   4,519
                                            ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>



*The  investment  advisor  did not impose all or a portion of its management fee
and  in some periods paid a portion of the Series' expenses.   If these expenses
had  been incurred by the Series, and had 1994 and 1993 expenses been limited to
that  allowed  by  state securities law, the net investment income per share and
the  ratios  would  be  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>      <C>      <C>      <C>      <C>      <C>
Net investment income            $0.379   $0.354   $0.385   $0.284   $0.311   $0.124
Ratios (to average net assets):
Expenses                          1.23%    1.23%    1.24%   1.31%2    1.53%    2.50%
Net investment income             3.06%    3.22%    3.35%   3.58%2    3.31%    2.10%
</TABLE>



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

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

11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS


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

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have  been  designated  as Blended Asset Series I 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  traded most extensively.
Securities  not traded on valuation date or securities not listed on an exchange
are  valued  at  the  latest  quoted  bid  price.

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund can be attributed to a specific series.  Expenses,
which  cannot  be  directly  attributed, are apportioned among the series in the
Fund.

     FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent that the Series 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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

12
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
     DISTRIBUTIONS  OF  INCOME  AND  GAINS
Distributions  to  shareholders of net investment income are made semi-annually.
Distributions  are  recorded  on  the  ex-dividend  date.  Distributions  of net
realized  gains  are  distributed  annually.  An  additional distribution may be
necessary  to  avoid  taxation  of  the  Series.

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, character
reclassification between net income and net gains, or other tax adjustments.  As
a  result,  net  investment  income  (loss)  and  net  investment gain (loss) on
investment  transactions  for  a  reporting period may differ significantly from
distributions  to  shareholders during such period.  As a result, the Series may
periodically make reclassifications among its capital accounts without impacting
the  Series'  net  asset  value.

For  the  year  ended  October  31,  1999,  the  Series  distributed $620,456 of
long-term  capital  gains.

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

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

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

3.     TRANSACTIONS  WITH  AFFILIATES
     The  Series  has  an  investment  advisory  agreement with Manning & Napier
Advisors,  Inc.,  DBA  Exeter  Asset  Management  (the "Advisor"), for which the
Series  pays the Advisor a fee, computed daily and payable monthly, at an annual
rate  of  1.0%  of  the  Series'  average daily net assets.  The fee amounted to
$322,226  for  the  year  ended  October  31,  1999.

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

The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more than 1.20% of average daily

13
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

net  assets each  year.  Accordingly, the Advisor waived fees of $9,043 for  the
year ended October 31, 1999, which is reflected as a  reduction  of  expenses on
the  Statement of  Operations.  The fee waiver and assumption of expenses by the
Advisor is voluntary and may be terminated  at  any  time.

     The  Advisor  also  acts  as  the transfer, dividend paying and shareholder
servicing  agent  for the Fund.  For these services, the Series pays a fee which
is  calculated as a percentage of the average daily net assets at an annual rate
of  0.024%;  this  fee  amounted  to $7,733 for the year ended October 31, 1999.

     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 $7,201 for the
year  ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
     For  the  year  ended  October 31, 1999, purchases and sales of securities,
other  than  United States Government securities and short-term securities, were
$7,803,305  and $11,636,633, respectively.  Purchases and sales of United States
Government  securities,  other  than  short-term securities, were $5,649,612 and
$7,199,463,  respectively.

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




              FOR THE YEAR                       FOR THE YEAR
             ENDED 10/31/99                      ENDED 10/31/98
             ---------------                     ----------------
<S>          <C>              <C>               <C>         <C>
             Shares           Amount            Shares      Amount
             ---------------  ----------------  ----------  ------------
Sold. . . .         724,072   $     8,171,386   1,438,207   $16,430,050
Reinvested.         255,829         2,797,421     187,108     2,098,928
Repurchased      (1,370,353)      (15,530,954)   (671,472)   (7,704,157)
             ---------------  ----------------  ----------  ------------
Net change.        (390,452)      ($4,562,147)    953,843   $10,824,821
             ===============  ================  ==========  ============
</TABLE>




6.     FINANCIAL  INSTRUMENTS
The Series may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its  investing  activities to assist in managing exposure to
various  market  risks.  These  financial  instruments  include written options,
forward  foreign  currency  exchange  contracts,  and  futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk  in  excess of the amounts
recognized  for  financial statement purposes.  No such investments were held by
the  Series  on  October  31,  1999.

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

14
<PAGE>



REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,
Inc.  -  Blended  Asset  Series  I:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position  of the Exeter Fund, Inc.- Blended
Asset  Series  I  (the  "Series")  at  October  31, 1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the responsibility of the Series' management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999


15
<PAGE>

OTHER  INFORMATION  (UNAUDITED)


     CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).

16
<PAGE>
<PAGE>
<PAGE>


Exeter  Fund,  Inc.
Blended  Asset  Series  II
Annual  Report
October  31,  1999

<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

DEAR  SHAREHOLDERS:

The  Blended  Asset  Series II has provided shareholders with solid returns over
the  past  year  through October 31, 1999, despite the effects of an unfavorable
bond  market.

The  bond  market continued to struggle over the last six months, but steadied a
bit  more recently.  However, with long-term U.S. Treasury bond yields rising by
over  100  basis  points  (1.00%)  in  the last year, the bond market's negative
returns  have influenced the returns of the Series over the period.  In light of
this  rising  interest  rate  environment  and growing uncertainty regarding the
future  performance  of  the  economy  and  corporate  earnings,  the Series has
withstood  this  recent  volatility  well.  This  performance is a result of the
portfolio's approximately 27% weighting in foreign stocks, gains achieved in the
oil  service  sector,  and  several  well-positioned  technology  stocks.

The  risk in the U.S. stock market continues to build.  Rising energy prices and
tight  labor markets are two of the factors that are forcing costs to go up in a
number  of  industries  this year.  With costs rising and most companies lacking
true  pricing power, the inevitable result is a margin squeeze.  Add to that the
impact  of  rising  interest  rates  and  the result is likely to be a difficult
environment  for  high  valuation  (e.g.,  high price-to-earnings ratio) stocks.
Given  this environment, we have continued with our current focus on stocks with
lower  valuations, which we believe positions the portfolio well for the future.
Likewise,  in  an  effort  to protect the portfolio from almost certain earnings
disappointments  being  experienced  broadly  in  the U.S., we have maintained a
focus  on  companies  with strong strategic positioning in their industry and/or
industries  near the bottom of their supply/demand cycles.  Finally, we continue
to  maintain  our  bias  towards  extremely  high  quality bonds to avoid credit
quality  deterioration  as  the  economy  slows from its extended period of high
growth.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT

<graphic>
<pie  chart>

Data  for  pie  chart  to  follow:

Asset  Allocation  -  As  of  10/31/99
Stocks  -  58%
Bonds  -  40%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  2%

1
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999


Exeter  Fund,  Inc.  -  Blended  Asset  Series  II
<TABLE>
<CAPTION>



<S>         <C>                <C>           <C>
                               Total Return
Through.    Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual

One Year    $11,046             10.46%        10.46%
Five Year   $19,224             92.24%        13.96%
Inception 1 $19,824             98.24%        11.96%
</TABLE>




50-50  Blended  Index
<TABLE>
<CAPTION>



<S>         <C>                <C>           <C>
                               Total Return
Through.    Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual

One Year    $11,266             12.66%        12.66%
Five Year   $21,849            118.49%        16.91%
Inception 1 $21,996            119.96%        13.90%
</TABLE>





Merrill  Lynch  Corporate/Government  Bond  Index
<TABLE>
<CAPTION>



<S>         <C>                <C>           <C>
                               Total Return
Through.    Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual

One Year    $ 9,926              -0.74%       -0.74%
Five Year   $14,586              45.86%        7.84%
Inception 1 $13,871              38.71%        5.55%
</TABLE>




Exeter  Fund,  Inc.  -  Blended Asset Series II from its inception (10/12/93) to
present  (10/31/99)  as  compared to the Lehman Brothers Intermediate Bond Index
Merrill  Lunch  Corporate/Government  Bond  Index
and  a  50-50  Blended  Index.  2


<GRAPHIC>
<LINE  CHART>

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



<S>                  <C>                      <C>                       <C>
                     Exeter Fund, Inc.        50-50 Blended             Merrill Lynch Corporate/
Date. . . . . . . .  Blended Asset Series II  Index                     Government Bond Index
10/12/1993           10,000                   10,000                    10,000
12/31/1993            9,982                   10,056                     9,883
12/31/1994           10,333                    9,978                     9,561
12/31/1995           13,707                   12,743                    11,383
10/31/1996           15,078                   13,978                    11,625
10/31/1997           18,047                   16,832                    12,666
10/31/1998           17,947                   19,525                    13,975
10/31/1999           19,824                   21,996                    13,871
</TABLE>



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

2  The 50-50 Blended Index is 50% Standard & Poor's (S&P) 500 Total Return Index
and  50%  Lehman  Brothers  Aggregate  Bond  Index.  The  S&P
500  Total  Return  Index is an unmanaged capitalization-weighted measure of 500
widely  held common stocks listed on the New York Stock Exchange, American Stock
Exchange,  and Over-the-Counter market. The Lehman Brothers Aggregate Bond Index
is a market value weighted measure of approximately 5,500 corporate, government,
and  mortgage  backed  securities.  The  Index  is comprised of investment grade
securities  with maturities greater than one year.  The Merrill Lynch Corporate/
Government  Bond  Index  is  comprised  of  approximately 4,500 investment grade
corporate  and  government  securities  with  maturities  greater  than
one  year.  The  Indices  returns  assume  reinvestment  of  income  and, unlike
Fund  returns,  do  not  reflect  any  fees  or  expenses.


2
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                                                 VALUE
                                                     SHARES     (NOTE 2)
                                                    ---------  -----------
COMMON STOCK - 58.20%
<S>                                                 <C>        <C>
AGRICULTURAL PRODUCTION - 0.04%
Sylvan, Inc.*. . . . . . . . . . . . . . . . . . .      2,400  $   23,400
                                                               -----------

APPAREL - 2.14%
Adidas-Salomon AG (Germany) (Note 7) . . . . . . .     18,800   1,383,421
Novel Denim Holdings Ltd.* (Note 7). . . . . . . .      2,400      12,150
                                                               -----------
                                                                1,395,571
                                                               -----------

BUSINESS SERVICES - 1.73%
National Data Corp.. . . . . . . . . . . . . . . .     47,050   1,129,200
                                                               -----------

CHEMICAL & ALLIED PRODUCTS - 9.20%
    BIOLOGICAL PRODUCTS - 2.16%
    Cypress Bioscience, Inc.*. . . . . . . . . . .     23,000      51,750
    PathoGenesis Corp.*. . . . . . . . . . . . . .      4,100      61,500
    Sigma-Aldrich Corp.. . . . . . . . . . . . . .     45,400   1,293,900
                                                               -----------
                                                                1,407,150
                                                               -----------

    PHARMACEUTICAL PREPARATIONS - 5.14%
    Mylan Laboratories, Inc. . . . . . . . . . . .     76,900   1,379,394
    Orion-Yhtyma Oyi - B Shares (Finland) (Note 7)      2,320      55,316
    Teva Pharmaceutical Industries Ltd. - ADR
    (Note 7) . . . . . . . . . . . . . . . . . . .     39,650   1,918,069
                                                               -----------
                                                                3,352,779
                                                               -----------

    PLASTIC MATERIALS - 1.90%
    Eastman Chemical Co. . . . . . . . . . . . . .     32,100   1,237,856
                                                               -----------
                                                                5,997,785
                                                                ----------

CRUDE PETROLEUM & NATURAL GAS - 7.11%
Gulf Canada Resources Ltd. - ADR* (Note 7) . . . .    376,800   1,483,650
Noble Affiliates, Inc. . . . . . . . . . . . . . .     21,200     536,625
Petroleo Brasileiro S.A. (Petrobras) -
    ADR (Note 7) . . . . . . . . . . . . . . . . .    161,450   2,580,504
Stolt Comex Seaway, S.A.* (Note 7) . . . . . . . .      3,400      36,338
                                                               -----------
                                                                4,637,117
                                                               -----------

DIAMONDS - 1.80%
De Beers Consolidated Mines - ADR (Note 7) . . . .     43,470   1,176,406
                                                               -----------

ELECTRONICS & ELECTRICAL EQUIPMENT - 0.02%
The Carbide/Graphite Group, Inc.*. . . . . . . . .      1,900      13,300
                                                               -----------

FOOD & KINDRED PRODUCTS - 5.37%
Bestfoods. . . . . . . . . . . . . . . . . . . . .     27,300   1,603,875
Unilever plc - ADR (Note 7). . . . . . . . . . . .     50,982   1,895,893
                                                               -----------
                                                                3,499,768
                                                               -----------

GLASS PRODUCTS - 0.06%
Libbey, Inc. . . . . . . . . . . . . . . . . . . .      1,400      37,100
                                                               -----------
</TABLE>



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

3

<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                                           VALUE
                                              SHARES      (NOTE 2)
                                            ----------  ------------
<S>                                         <C>         <C>
HEALTH SERVICES - 1.97%
Manor Care, Inc.*. . . . . . . . . . . . .      81,500  $ 1,283,625
                                                        ------------

HOLDING COMPANIES - PUBLISHING - 1.65%
Reed International plc - ADR (Note 7). . .      46,800    1,076,400
                                                        ------------

INDUSTRIAL & COMMERCIAL MACHINERY - 3.33 %
Baker Hughes, Inc. . . . . . . . . . . . .      37,300    1,042,069
Compaq Computer Corp.. . . . . . . . . . .      57,500    1,092,500
NN Ball & Roller, Inc. . . . . . . . . . .       5,425       35,941
                                                        ------------
                                                          2,170,510
                                                         -----------
MOTION PICTURE PRODUCTION  - 2.15%
News Corp Ltd. - ADR (Note 7). . . . . . .      50,900    1,402,931
                                                        ------------

PAPER & ALLIED PRODUCTS - 3.94%
International Paper Co.. . . . . . . . . .      27,800    1,462,975
Kimberly-Clark Corp. . . . . . . . . . . .      16,300   1,028,9378
Smurfit-Stone Container Corp.* . . . . . .       3,564       77,072
                                                        ------------
                                                         2,568,9845
                                                        ------------

PRIMARY METAL INDUSTRIES - 0.16%
Intermet Corp. . . . . . . . . . . . . . .       1,875       18,984
Texas Industries, Inc. . . . . . . . . . .       2,400       85,950
                                                          ----------
                                                            104,934
                                                          ----------

REFUSE SYSTEMS - 0.03%
Newpark Resources, Inc.* . . . . . . . . .       3,400      21,8878
                                                        ------------

RETAIL SPECIALTY STORES - 0.01%
Hancock Fabrics, Inc.. . . . . . . . . . .       2,275        9,384
                                                        ------------

SOFTWARE - 0.86%
J.D. Edwards & Co.*. . . . . . . . . . . .      21,600      517,050
MAPICS, Inc.*. . . . . . . . . . . . . . .       5,300       45,050
                                                          ----------
                                                            562,100
                                                          ----------

TECHNICAL INSTRUMENTS & SUPPLIES - 7.02%
Eastman Kodak Co.. . . . . . . . . . . . .      50,425    3,476,173
Millipore Corp.. . . . . . . . . . . . . .      34,575    1,102,078
                                                        ------------
                                                          4,578,251
                                                        ------------
</TABLE>



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

4

<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>




                                                     PRINCIPAL        VALUE
                                                  AMOUNT//SHARES    (NOTE 2)
                                                  ---------------  -----------
<S>                                               <C>              <C>
TELECOMMUNICATION SERVICES -3.21%
Grupo Radio Centro S.A. de C.V. - ADR (Note 7) .            4,000  $   18,750
ProSieben Media AG (Germany) (Note 7). . . . . .            1,100      45,259
Sinclair Broadcast Group, Inc.*. . . . . . . . .            4,800      48,800
Telecomunicacoes Brasileiras S.A. (Telebras) -
    ADR  PFD (Note 7). . . . . . . . . . . . . .           25,465   1,983,087
Telecomunicacoes Brasileiras S.A. (Telebras) -
    ADR (Note 7) . . . . . . . . . . . . . . . .           25,465       1,194
                                                                   -----------
                                                                    2,096,290
                                                                   -----------

TESTING LABORATORIES - 0.04%
Paradigm Geophysical Ltd.* . . . . . . . . . . .            4,500      24,188
                                                                   -----------

TEXTILE MILL PRODUCTS - 0.06%
Albany International Corp. - Class A . . . . . .            2,393      36,344
                                                                   -----------

TRANSPORTATION  - 6.30%
    RAILROAD - 6.24%
    Burlington Northern Santa Fe Corp. . . . . .           45,600   1,453,500
    Canadian National Railway Co. - ADR (Note 7)           84,300   2,571,150
    Genesee & Wyoming, Inc.* . . . . . . . . . .            3,900      45,094
                                                                   -----------
                                                                    4,069,744
                                                                   -----------

    WATER - 0.06%
    Trico Marine Services, Inc.* . . . . . . . .            5,600      38,850
                                                                   -----------
                                                                    4,108,594
                                                                   -----------

TOTAL COMMON STOCK
(Identified Cost $39,950,923). . . . . . . . . .                   37,954,069
                                                                  ------------

U.S. TREASURY SECURITIES - 39.00%

U.S. TREASURY BONDS - 21.27%
U.S. Treasury Bond, 7.25%, 8/15/2022 . . . . . .  $       280,000     305,463
U.S. Treasury Bond, 7.50%, 11/15/2024. . . . . .        2,325,000   2,630,156
U.S. Treasury Bond, 6.875%, 8/15/2025. . . . . .        6,230,000   6,576,544
U.S. Treasury Bond, 6.50%, 11/15/2026. . . . . .          440,000     444,950
U.S. Treasury Bond, 5.50%, 8/15/2028 . . . . . .        4,400,000   3,910,500
                                                                   -----------

TOTAL U.S. TREASURY BONDS
   (Identified Cost $13,497,279) . . . . . . . .                   13,867,613
                                                                  ------------
</TABLE>



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

5
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>




                                          PRINCIPAL        VALUE
                                        AMOUNT/SHARES    (NOTE 2)
                                        --------------  -----------
<S>                                     <C>             <C>
U.S. TREASURY NOTES - 17.73%
U.S. Treasury Note, 5.50%, 3/31/2003 .  $    1,510,000  $1,489,237
U.S. Treasury Note, 5.375%, 6/30/2003.         130,000     127,563
U.S. Treasury Note, 4.25%, 11/15/2003.       6,410,000   6,017,388
U.S. Treasury Note, 4.75%, 2/15/2004 .       4,000,000   3,817,500
U.S. Treasury Note, 6.50%, 5/15/2005 .         105,000     106,870
                                                        -----------

TOTAL U.S. TREASURY NOTES
   (Identified Cost $11,993,829) . . .                  11,558,558
                                                      ------------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $25,491,108) . . .                 25,426,171
                                                      ------------

U.S. GOVERNMENT AGENCIES - 0.51%
Federal National Mortgage Association
   Note, 5.25%, 1/15/2003. . . . . . .         165,000     159,860
Federal National Mortgage Association
   Note, 5.75%, 2/15/2008. . . . . . .         185,000     174,335
                                                        -----------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $351,033). . . . .                     334,195
                                                        -----------

SHORT-TERM INVESTMENTS - 0.93%
Dreyfus Treasury Cash Management Fund
 (Identified Cost $603,891). . . . . .         603,891     603,891
                                                        -----------

TOTAL INVESTMENTS - 98.64%
   (Identified Cost $66,396,995) . . .                  64,318,326

OTHER ASSETS, LESS LIABILITIES - 1.36%                     886,420
                                                       ------------

NET ASSETS - 100%. . . . . . . . . . .               $   65,204,746
                                                     ==============

</TABLE>



*Non-income  producing  security

FEDERAL  TAX  INFORMATION:

At  October  31,  1999, the net unrealized depreciation based on identified cost
for  federal  income  tax  purposes  of  $66,590,274  was  as  follows:


Unrealized appreciation              $2,667,875
Unrealized depreciation             (4,939,823)
                                    -----------

 UNREALIZED DEPRECIATION - NET     ($2,271,948)
                                   ============



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

6
<PAGE>

STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>





OCTOBER 31, 1999

ASSETS:
<S>                                                          <C>
Investments, at value (identified cost $66,396,955)(Note 2)  $64,318,326
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .       50,516
Receivable for securities sold. . . . . . . . . . . . . . .      633,825
Interest receivable . . . . . . . . . . . . . . . . . . . .      423,857
Receivable for fund shares sold . . . . . . . . . . . . . .       16,022
Dividends receivable. . . . . . . . . . . . . . . . . . . .       11,501
                                                             ------------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . .   65,454,047
                                                             ------------

LIABILITIES:

Accrued management fees (Note 3). . . . . . . . . . . . . .          725
Accrued directors' fees (Note 3). . . . . . . . . . . . . .        2,117
Transfer agent fees payable (Note 3). . . . . . . . . . . .           41
Payable for fund shares repurchased . . . . . . . . . . . .      178,875
Payable for securities purchased. . . . . . . . . . . . . .       47,525
Audit fee payable . . . . . . . . . . . . . . . . . . . . .       11,446
Other payables and accrued expenses . . . . . . . . . . . .        8,572
                                                             ------------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . .      249,301
                                                             ------------

NET ASSETS FOR 5,117,865 SHARES OUTSTANDING . . . . . . . .  $65,204,746
                                                             ============


NET ASSETS CONSIST OF:

Capital stock . . . . . . . . . . . . . . . . . . . . . . .  $    51,179
Additional paid-in-capital. . . . . . . . . . . . . . . . .   63,110,535
Undistributed net investment income . . . . . . . . . . . .      873,829
Accumulated net realized gain on investments. . . . . . . .    3,247,854
Net unrealized depreciation on investments. . . . . . . . .   (2,078,651)
                                                             ------------

TOTAL NET ASSETS. . . . . . . . . . . . . . . . . . . . . .  $65,204,746
                                                             ============

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($65,204,746/5,117,865 shares) . . . . . . . . . . . . .  $     12.74
                                                             ============
</TABLE>




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

7
<PAGE>


STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>





FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                                         <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $1,759,179
Dividends (net of foreign taxes withheld, $49,221) . . . . . . . . . . . .     769,604
                                                                            ----------

Total Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . .   2,528,783
                                                                            ----------

EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . .     704,085
Directors' fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . .       7,201
Transfer Agent fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . .      16,898
Custodian fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      27,498
Audit fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      19,631
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      37,222
                                                                            ----------

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     812,535
                                                                            ----------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . .   1,716,248
                                                                            ----------



REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS:

Net realized gain on investments (identified cost basis) and other assets.   3,482,912
Net change in unrealized appreciation on investments and other assets. . .   1,892,935
                                                                            ----------

NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS. . . . . . . . . . . . . .   5,375,847
                                                                            ----------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $7,092,095
                                                                            ==========


</TABLE>






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

8
<PAGE>


STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>





                                                         FOR THE       FOR THE
                                                           YEAR          YEAR
                                                          ENDED         ENDED
                                                         10/31/99      10/31/98
                                                       ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                    <C>           <C>
Net investment income . . . . . . . . . . . . . . . .  $ 1,716,248   $ 1,552,087
Net realized gain on investments. . . . . . . . . . .    3,482,912     3,960,798
Net change in unrealized appreciation on investments.    1,892,935    (6,481,268)
                                                       ------------  ------------

NET INCREASE (DECREASE) FROM OPERATIONS . . . . . . .    7,092,095      (968,383)
                                                       ------------  ------------


DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . . . . . . . .   (1,640,967)   (1,191,632)
From net realized gain on investments . . . . . . . .   (4,195,324)   (6,231,121)
                                                       ------------  ------------

Total distributions to shareholders . . . . . . . . .   (5,836,291)   (7,422,753)
                                                       ------------  ------------

CAPITAL STOCK ISSUED AND REPURCHASED:
Net increase (decrease) from capital
   share transactions (Note 5). . . . . . . . . . . .   (2,024,080)   23,441,792
                                                       ------------  ------------

Net increase (decrease) in net assets . . . . . . . .     (768,276)   15,050,656

NET ASSETS:

Beginning of year . . . . . . . . . . . . . . . . . .   65,973,022    50,922,366
                                                       ------------  ------------

END OF YEAR (including undistributed net investment
   income of $873,829 and $798,686, respectively) . .  $65,204,746   $65,973,022
                                                       ============  ============

</TABLE>




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

9
<PAGE>




FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>




                                                       FOR THE     FOR THE     FOR THE       TEN       FOR THE     FOR THE
                                                         YEAR        YEAR        YEAR       MONTHS       YEAR        YEAR
                                                        ENDED       ENDED       ENDED       ENDED       ENDED       ENDED
                                                       10/31/99    10/31/98    10/31/97    10/31/96    12/31/95    12/31/94
                                                      ----------  ----------  ----------  ----------  ----------  ----------

Per share data (for a share outstanding
throughout each period):
<S>                                                   <C>         <C>         <C>         <C>         <C>         <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . . . . . . .  $   12.60   $   14.69   $   13.04   $   11.95   $   10.12   $    9.98
                                                      ----------  ----------  ----------  ----------  ----------  ----------

Income from investment operations:
   Net investment income . . . . . . . . . . . . . .      0.326       0.312       0.325      0.227*      0.238*      0.108*
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . . . . . . .      0.920      (0.385)      2.130       0.963       3.052       0.243
                                                      ----------  ----------  ----------  ----------  ----------  ----------

Total from investment operations . . . . . . . . . .      1.246      (0.073)      2.455       1.190       3.290       0.351
                                                      ----------  ----------  ----------  ----------  ----------  ----------

Less distributions to shareholders:
   From net investment income. . . . . . . . . . . .     (0.308)     (0.286)     (0.393)     (0.040)     (0.237)     (0.119)
   From net realized gain on investments . . . . . .     (0.798)     (1.731)     (0.412)     (0.060)     (1.223)     (0.092)
                                                      ----------  ----------  ----------  ----------  ----------  ----------

Total distributions to shareholders. . . . . . . . .     (1.106)     (2.017)     (0.805)     (0.100)     (1.460)     (0.211)
                                                      ----------  ----------  ----------  ----------  ----------  ----------

NET ASSET VALUE - END OF PERIOD. . . . . . . . . . .  $   12.74   $   12.60   $   14.69   $   13.04   $   11.95   $   10.12
                                                      ==========  ==========  ==========  ==========  ==========  ==========

Total return1. . . . . . . . . . . . . . . . . . . .      10.46%     (0.56%)      19.69%      10.01%      32.64%       3.52%

Ratios (to average net assets) / Supplemental Data:
    Expenses . . . . . . . . . . . . . . . . . . . .       1.15%       1.15%       1.15%    1.20%2*      1.20%*      1.20%*
    Net investment income. . . . . . . . . . . . . .       2.44%       2.45%       2.45%    2.51%2*      2.53%*      2.12%*

Portfolio turnover . . . . . . . . . . . . . . . . .         78%         61%         63%         57%         63%         19%

NET ASSETS - END OF PERIOD
 (000's omitted) . . . . . . . . . . . . . . . . . .  $  65,205   $  65,973   $  50,922   $  32,999   $  20,519   $   7,214
                                                      ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>



*  The  investment advisor did not impose all or a portion of its management fee
and  in  some periods paid a portion of the Series' expenses.  If these expenses
had  been  incurred  by  the  series  and had 1993 expenses been limited to that
allowed  by  state  securities  law, the net investment income per share and the
ratios  would  have  been  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>  <C>  <C>  <C>      <C>      <C>
Net investment income . . . . .  N/A  N/A  N/A  $ 0.225  $0.226   $0.051
Ratios (to average net assets):
   Expenses . . . . . . . . . .  N/A  N/A  N/A   1.22%2    1.33%    2.31%
   Net investment income. . . .  N/A  N/A  N/A   2.49%2    2.40%    1.01%
</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
Blended Asset Series II (the "Series") is a no-load diversified series of Exeter
Fund,  Inc.  (the  "Fund").  The Fund is organized in Maryland and is registered
under  the Investment Company Act of 1940, as amended, as an open-end management
investment  company.

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have  been  designated as Blended Asset Series II 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  traded most extensively.
Securities  not traded on valuation date or securities not listed on an exchange
are  valued  at  the  latest  quoted  bid  price.

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent  the  Series  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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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, character
reclassification between net income and net gains, or other tax adjustments.  As
a  result,  net  investment  income  (loss)  and  net  investment gain (loss) on
investment  transactions  for  a  reporting period may differ significantly from
distributions  to  shareholders during such period.  As a result, the Series may
periodically make reclassifications among its capital accounts without impacting
the  Series'  net  asset  value.

For  the  year  ended  October  31,  1999,  the Series distributed $1,738,288 of
long-term  capital  gains.

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

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

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

3.     TRANSACTIONS  WITH  AFFILIATES
The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor  a fee, computed daily and payable monthly, at an annual rate of 1.0% of
the Series' average daily net assets.  The fee amounted to $704,085 for the year
ended  October  31,  1999.

Under  the  Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the  Advisor  provide  the  Series  with  advice and assistance in the choice of
investments and the execution of securities transactions, and otherwise maintain
the  Series'  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.



12
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  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  $16,898  for  the year ended October 31, 1999.

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  Series.

The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
For  the  year  ended October 31, 1999, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term  securities,  were
$32,562,782 and $38,276,479, respectively.  Purchases and sales of United States
Government  securities,  other  than short-term securities, were $18,651,885 and
$16,730,758,  respectively.

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




               FOR THE                        FOR THE
             YEAR ENDED                      YEAR ENDED
              10/31/99                       10/31/98
             -----------                     -------------
<S>          <C>          <C>            <C>         <C>
              Shares       Amount        Shares         Amount
             -----------  -----------    -----------  ----------
Sold. . . .   1,929,179   $ 24,742,814   2,076,628   $ 27,526,886
Reinvested.     479,972      5,789,528     579,237      7,393,436
Repurchased  (2,526,247)   (32,556,422)   (887,579)   (11,478,530)
             -----------  -------------  ----------  -------------
Net change.    (117,096)  $ (2,024,080)  1,768,286   $ 23,441,792
             ===========  =============  ==========  =============
</TABLE>




6.     FINANCIAL  INSTRUMENTS
The Series may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its  investing  activities to assist in managing exposure to
various  market  risks.  These  financial  instruments  include written options,
forward  foreign  currency  exchange  contracts,  and  futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk  in  excess of the amounts
recognized  for  financial statement purposes.  No such investments were held by
the  Series  on  October  31,  1999.

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


13
<PAGE>



REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,
Inc.  -  Blended  Asset  Series  II:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position  of the Exeter Fund, Inc.- Blended
Asset  Series  II  (the  "Series")  at  October 31, 1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the responsibility of the Series' management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999


14
<PAGE>


OTHER  INFORMATION  (UNAUDITED)

CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).


15


<PAGE>
<PAGE>

Exeter  Fund,  Inc.
Maximum  Horizon  Series
Annual  Report
October  31,  1999

<PAGE>
<PAGE>


MANAGEMENT  DISCUSSION  AND  ANALYSIS

DEAR  SHAREHOLDERS:

The  Maximum  Horizon  Series has provided shareholders with strong returns over
the  past year through October 31, 1999, while remaining focused on attractively
valued  domestic  and  foreign  stocks.

The  U.S.  markets  have been anything but stable over the last six months, with
peaks  and  valleys  reflecting  growing  uncertainty  regarding  the  future
performance  of  the  economy and corporate earnings.  While stocks rose broadly
earlier this year and relatively undervalued sectors improved, the third quarter
experienced  almost  exactly  the  opposite  with  negative  returns across most
sectors  of  the  U.S.  equity  market.  The  Series  has  withstood this recent
volatility  well,  as a result of the portfolio's approximately 32% weighting in
foreign  stocks,  gains  achieved  in  the  oil  service  sector,  and  several
well-positioned  technology  stocks.

We  believe the risk in the U.S. stock market continues to build.  Rising energy
prices  and tight labor markets are two of the factors that are forcing costs to
go up in a number of industries this year.  With costs rising and most companies
lacking  true  pricing power, the inevitable result is a margin squeeze.  Add to
that  the  impact  of  rising  interest  rates  and the result is likely to be a
difficult  environment  for  high valuation (e.g., high price-to-earnings ratio)
stocks.  Given  this  environment,  we  have continued with our current focus on
stocks  with lower valuations, which we believe positions the portfolio well for
the future.  Likewise, in an effort to protect the portfolio from almost certain
earnings  disappointments  being  experienced  broadly  in  the  U.S.,  we  have
maintained  a  focus  on  companies  with  strong strategic positioning in their
industry  and/or  industries  near  the  bottom  of  their supply/demand cycles.

As has been the case over the past year, general overvaluation in U.S. large cap
and  Internet stocks is still a major concern.  Not only have stock prices risen
much  faster  than the actual economic value of the corresponding companies, but
also  the  growth in economic value has often been based more on one-time events
rather  than  on  the  actual  long-term  performance  of  those  companies.  In
response,  we  have  continued  to  look toward strengthening foreign markets to
provide a way to offset an overvalued domestic market, and we also seek specific
undervalued  domestic  stocks to improve the possibility of swift recovery in an
otherwise  tumultuous  market  environment.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,

EXETER  ASSET  MANAGEMENT


<graphic>
<pie  chart>

Data  for  pie  chart  to  follow:

Stocks  -  91%
Bonds  -  5%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  4%


1
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999

Exeter  Fund,  Inc.  -  Maximum  Horizon  Series
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000               Average
10/31/99    Investment         Cumulative   Annual
<C>         <S>                <C>          <C>
One Year    $12,634            26.34%        26.34%
Inception 1 $17,345            73.45%        14.75%
</TABLE>




Standard  &  Poor's  500  Total  Return  Index
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual
<C>         <S>                <C>           <C>
One Year    $12,566             25.66%        25.66%
Inception 1 $25,127            151.27%        25.88%
</TABLE>




Value  Line  Index
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000               Average
10/31/99    Investment         Cumulative   Annual
<C>         <S>                <C>          <C>
One Year    $10,153             1.53%        1.53%
Inception 1 $13,001            30.01%        6.78%
</TABLE>




The  value  of  a  $10,000  investment  in  the  Exeter  Fund,  Inc.  -  Maximum
Horizon Series from its inception (11/1/95) to present (10/31/99) as compared to
the  Standard  & Poor's (S&P) 500 Total Return Index and the Value Line Index. 2


<graphic>
<line  chart>

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



<S>         <C>                     <C>                    <C>
            Exeter Fund, Inc.       Standard & Poor's 500
Date . . .  Maximum Horizon Series  Total Return Index     Value Line Index
11/01/1995                  10,000                 10,000            10,000
10/31/1996                  11,521                 12,408            11,198
10/31/1997                  14,604                 16,392            13,998
10/31/1998                  13,730                 19,996            12,805
10/31/1999                  17,345                 25,127            13,001
</TABLE>




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

2  The  Standard  &  Poor's  (S&P)  500  Total  Return  Index  is  an  unmanaged
capitalization-weighted  measure  of  approximately  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 income and,
unlike Fund returns, does not reflect any fees or expenses. The Value Line Index
is  an  unmanaged  index that consists of approximately 1700 securities that are
traded  on  the  New  York  Stock Exchange, the NASDAQ Stock Market,     and the
American  Stock Exchange.  The Index returns are based on a geometric average of
relative  price changes of the component stocks and does not include income, and
unlike  Fund  returns,  does  not  reflect  any  fees  or  expenses.

2
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                                     VALUE
                                                          SHARES     (NOTE 2)
                                                         ---------  -----------
COMMON STOCK - 91.41%
<S>                                                      <C>        <C>
AGRICULTURAL PRODUCTION - 0.06%
Sylvan, Inc.* . . . . . . . . . . . . . . . . . . . . .      1,325  $   12,919
                                                                    -----------

APPAREL - 2.84%
Adidas - Solomon AG (Germany) (Note 7). . . . . . . . .      8,200     603,407
Novel Denim Holdings Ltd.*. . . . . . . . . . . . . . .      1,300       6,581
                                                                    -----------
                                                                       609,988
                                                                    -----------
BUSINESS SERVICES - 2.42%
National Data Corp. . . . . . . . . . . . . . . . . . .     21,700     520,800
                                                                    -----------

CHEMICAL & ALLIED PRODUCTS - 12.53%
   BIOLOGICAL PRODUCTS - 3.09%
   Cypress Bioscience, Inc.*. . . . . . . . . . . . . .     12,000      27,000
   PathoGenesis Corp.*. . . . . . . . . . . . . . . . .      2,200      33,000
   Sigma-Aldrich Corp.. . . . . . . . . . . . . . . . .     21,200     604,200
                                                                    -----------
                                                                       664,200
                                                                    -----------

   PHARMACEUTICAL PREPARATIONS - 7.90%
   Celltech Chiroscience plc* (United Kingdom) (Note 7)     69,900     523,120
   Mylan Laboratories, Inc. . . . . . . . . . . . . . .     38,600     692,388
   Orion-Yhtyma Oyj - B Shares (Finland) (Note 7) . . .        700      16,690
   Teva Pharmaceutical Industries Ltd. - ADR (Note 7) .      9,650     466,819
                                                                    -----------
                                                                     1,699,017
                                                                    -----------
   PLASTIC MATERIALS - 1.54%
   Eastman Chemical Co. . . . . . . . . . . . . . . . .      8,575     330,673
                                                                    -----------
                                                                     2,693,890
                                                                    -----------

COMPUTER SERVICES - 13.85%
   PROGRAMMING - 0.11%
   Comptek Research, Inc.*. . . . . . . . . . . . . . .      2,400      24,600
                                                                    -----------

   SOFTWARE - 13.74%
   Computer Associates International, Inc.* . . . . . .     20,025   1,131,413
   J.D. Edwards & Co.*. . . . . . . . . . . . . . . . .     41,900   1,002,981
   MAPICS, Inc.*. . . . . . . . . . . . . . . . . . . .      2,700      22,950
   Oracle Corp.*. . . . . . . . . . . . . . . . . . . .     16,800     799,050
                                                                    -----------
                                                                     2,956,394
                                                                    -----------
                                                                     2,980,994
                                                                    -----------

</TABLE>



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

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                                 VALUE
                                                     SHARES     (NOTE 2)
                                                    ---------  -----------
<S>                                                 <C>        <C>
CRUDE PETROLEUM & NATURAL GAS - 7.18%
Gulf Canada Resources Ltd. - ADR* (Note 7) . . . .    135,200  $  532,350
Noble Affiliates, Inc. . . . . . . . . . . . . . .      6,150     155,672
Petroleo Brasileiro S.A. (Petrobras) -ADR (Note 7)     52,325     836,326
Stolt Comex Seaway, SA* (Note 7) . . . . . . . . .      1,900      20,306
                                                               -----------
                                                                1,544,654
                                                               -----------

DIAMONDS - 1.01%
De Beers Consolidated Mines - ADR (Note 7) . . . .      8,045     217,718
                                                               -----------

ELECTRONICS & ELECTRICAL EQUIPMENT - 0.03%
The Carbide/Graphite Group, Inc.*. . . . . . . . .      1,050       7,350
                                                               -----------

FOOD & BEVERAGES - 7.64%
Bestfoods. . . . . . . . . . . . . . . . . . . . .     19,000   1,116,250
Unilever plc - ADR (Note 7). . . . . . . . . . . .     14,196     527,914
                                                               -----------
                                                                1,644,164
                                                               -----------

GLASS PRODUCTS - 0.04%
Libbey, Inc. . . . . . . . . . . . . . . . . . . .        300       7,950
                                                               -----------

HEALTH SERVICES  - 1.93%
Manor Care, Inc.*. . . . . . . . . . . . . . . . .     26,300     414,225
                                                               -----------

HOLDING COMPANIES - PUBLISHING - 2.32%
Reed International plc - ADR (Note 7). . . . . . .     21,700     499,100
                                                               -----------

INDUSTRIAL & COMMERCIAL MACHINERY - 3.68%
Baker Hughes, Inc. . . . . . . . . . . . . . . . .     12,000     335,250
Compaq Computer Corp . . . . . . . . . . . . . . .     23,200     440,800
NN Ball & Roller, Inc. . . . . . . . . . . . . . .      2,375      15,734
                                                               -----------
                                                                  791,784
                                                               -----------

MOTION PICTURE PRODUCTION - 2.93%
News Corp Ltd. - ADR (Note 7). . . . . . . . . . .     22,900     631,181
                                                               -----------

PAPER & ALLIED PRODUCTS - 11.45%
Aracruz Celulose S.A. - ADR (Note 7) . . . . . . .     27,950     572,975
Fort James Corp. . . . . . . . . . . . . . . . . .     13,200     347,325
International Paper Co.. . . . . . . . . . . . . .     13,800     726,225
Kimberly-Clark Corp. . . . . . . . . . . . . . . .     12,275     774,859
Smurfit-Stone Container Corp.* . . . . . . . . . .      1,905      41,196
                                                               -----------
                                                                2,462,580
                                                               -----------
PRIMARY METAL INDUSTRIES - 0.26%
Intermet Corp. . . . . . . . . . . . . . . . . . .        950       9,619
Texas Industries, Inc. . . . . . . . . . . . . . .      1,300      46,556
                                                               -----------
                                                                   56,175
                                                               -----------
</TABLE>



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

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>



                                                 SHARES/PRINCIPAL     VALUE
                                                      AMOUNT         (NOTE 2)
                                                 -----------------  ----------
<S>                                              <C>                <C>
REFUSE SYSTEMS - 0.05%
Newpark Resources, Inc.*. . . . . . . . . . . .              1,625    $10,461
                                                                    ----------

RESTAURANTS - 3.68%
McDonald's Corp.. . . . . . . . . . . . . . . .             19,170    790,762
                                                                    ----------

RETAIL SPECIALTY STORES - 0.03%
Hancock Fabrics, Inc. . . . . . . . . . . . . .              1,725      7,116
                                                                    ----------

TECHNICAL INSTRUMENTS & SUPPLIES - 7.40%
Eastman Kodak Co. . . . . . . . . . . . . . . .             17,840  1,229,845
Millipore Corp. . . . . . . . . . . . . . . . .             11,375    362,578
                                                                    ----------
                                                                    1,592,423
                                                                   -----------
TELECOMMUNICATION SERVICES - 3.23%
Grupo Radio Centro S.A. de C.V. - ADR (Note 7).              2,200     10,313
ProSieben Media AG (Germany) (Note 7) . . . . .                600     24,687
Sinclair Broadcast Group, Inc.* . . . . . . . .              2,600     26,000
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR PFD (Note 7) . . . . . . . . . . . . . .              8,125    632,734
Telecomunicacoes Brasileiras S.A. (Telebras) -
   ADR (Note 7) . . . . . . . . . . . . . . . .              8,275        388
                                                                    ----------
                                                                      694,122
                                                                    ----------

TESTING LABORATORIES - 0.06%
Paradigm Geophysical Ltd.*. . . . . . . . . . .              2,525     13,572
                                                                    ----------

TEXTILE MILL PRODUCTS - 0.09%
Albany International Corp. - Class A. . . . . .              1,285     19,516
                                                                    ----------

TRANSPORTATION - 6.70%
   RAILROAD - 6.62%
   Burlington Northern Santa Fe Corp. . . . . .             21,200    675,750
   Canadian National Railway Co. - ADR (Note 7)             24,550    748,775
                                                                   -----------
                                                                    1,424,525
                                                                   -----------

   WATER - 0.08%
   Trico Marine Services, Inc.* . . . . . . . .              2,600     18,038
                                                                   -----------
                                                                    1,442,563
                                                                   -----------

TOTAL COMMON STOCK
   (Identified Cost $19,368,495). . . . . . . .                    19,666,007
                                                                 -------------

U.S. TREASURY SECURITIES - 5.05%
U.S. Treasury Bond, 6.875%,  8/15/2025. . . . .  $         210,000    221,681
U.S. Treasury Bond, 6.50%, 11/15/2026 . . . . .            855,000    864,619
                                                                    ----------

TOTAL U.S. TREASURY SECURITIES
     (Identified Cost $1,151,615) . . . . . . .                     1,086,300
                                                                   -----------
</TABLE>



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

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>



                                                     VALUE
                                          SHARES     (NOTE 2)
                                        -----------  ---------
<S>                                     <C>          <C>
SHORT-TERM INVESTMENTS - 1.90%
Dreyfus Treasury Cash Management Fund
   (Identified Cost $409,267). . . . .      409,267  $409,267
                                                     ---------

TOTAL INVESTMENTS - 98.36%
   (Identified Cost $20,929,377) . . .             21,161,574

OTHER ASSETS, LESS LIABILITIES - 1.64%                353,133
                                                  -----------

NET ASSETS - 100%. . . . . . . . . . .            $21,514,707
                                                  ===========
</TABLE>



*Non-income  producing  security

Federal  Tax  Information:

At  October  31,  1999, the net unrealized appreciation based on identified cost
for  federal  income  tax  purposes  of  $20,957,360  was  as  follows:

Unrealized  appreciation               $2,110,545
Unrealized  depreciation               (1,906,331)
                                       -----------

UNREALIZED  APPRECIATION  -  NET        $204,214
                                        ========


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

STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>



OCTOBER 31, 1999

ASSETS:
<S>                                                          <C>
Investments, at value (identified cost $20,929,377)(Note 2)  $21,161,574
Cash. . . . . . . . . . . . . . . . . . . . . . . . . . . .       71,829
Receivable for securities sold. . . . . . . . . . . . . . .      311,332
Interest receivable . . . . . . . . . . . . . . . . . . . .       28,733
Receivable for fund shares sold . . . . . . . . . . . . . .        7,308
Dividends receivable. . . . . . . . . . . . . . . . . . . .        4,091
                                                             -----------

TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . . . .   21,584,867
                                                             -----------

LIABILITIES:

Accrued management fees (Note 3). . . . . . . . . . . . . .       27,903
Accrued directors' fees (Note 3). . . . . . . . . . . . . .        2,118
Transfer agent fees payable (Note 3). . . . . . . . . . . .          431
Payable for securities purchased. . . . . . . . . . . . . .       24,986
Audit fee payable . . . . . . . . . . . . . . . . . . . . .       10,418
Other payables and accrued expenses . . . . . . . . . . . .        4,304
                                                             -----------

TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . .       70,160
                                                             -----------

NET ASSETS FOR 1,501,724 SHARES OUTSTANDING . . . . . . . .  $21,514,707
                                                             ===========

NET ASSETS CONSIST OF:

Capital stock . . . . . . . . . . . . . . . . . . . . . . .  $    15,017
Additional paid-in-capital. . . . . . . . . . . . . . . . .   19,141,091
Undistributed net investment income . . . . . . . . . . . .       52,108
Accumulated net realized gain on investments. . . . . . . .    2,074,302
Net unrealized appreciation on investments. . . . . . . . .      232,189
                                                             -----------

TOTAL NET ASSETS. . . . . . . . . . . . . . . . . . . . . .  $21,514,707
                                                             ===========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($21,514,707/1,501,724 shares) . . . . . . . . . . . . .  $     14.33
                                                             ===========
</TABLE>



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


STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>



FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                                         <C>
Dividends (net of foreign tax withheld, $16,873) . . . . . . . . . . . . .  $  303,165
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     164,707
                                                                            -----------

Total Investment Income. . . . . . . . . . . . . . . . . . . . . . . . . .     467,872
                                                                            -----------

EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . .     219,497
Directors' fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . . . .       7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . . . . . . . . . . .       5,268
Registration and filing fees . . . . . . . . . . . . . . . . . . . . . . .      15,301
Audit fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11,901
Custodian fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      11,451
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       9,374
                                                                            -----------

Total Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     279,993

Less Reduction of Expenses (Note 3). . . . . . . . . . . . . . . . . . . .     (16,594)
                                                                            -----------

Net Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     263,399
                                                                            -----------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . . . . . . . . . . .     204,473
                                                                            -----------

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS:

Net realized gain on investments (identified cost basis) and other assets.   2,187,613
Net change in unrealized appreciation on investments and other assets. . .   2,706,385
                                                                            -----------

NET REALIZED AND UNREALIZED GAIN
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4,893,998
                                                                            -----------

NET INCREASE  IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $5,098,471
                                                                            ===========
</TABLE>



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

STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>



                                                         FOR THE
                                                           YEAR        FOR THE
                                                          ENDED       YEAR ENDED
                                                         10/31/99      10/31/98
                                                       ------------  ------------

INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                    <C>           <C>
Net investment income . . . . . . . . . . . . . . . .  $   204,473   $   195,692
Net realized gain on investments. . . . . . . . . . .    2,187,613       983,037

Net change in unrealized appreciation on investments.    2,706,385    (2,448,394)
                                                       ------------  ------------

Net increase (decrease)  from operations. . . . . . .    5,098,471    (1,269,665)
                                                       ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . . . . . . . .     (344,505)     (141,415)
From net realized gain on investments . . . . . . . .     (911,021)   (1,010,011)
                                                       ------------  ------------

Total distributions to shareholders . . . . . . . . .   (1,255,526)   (1,151,426)
                                                       ------------  ------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5). . . . . . . . . . . . . . .   (1,032,795)   11,273,954
                                                       ------------  ------------

Net increase in net assets. . . . . . . . . . . . . .    2,810,150     8,852,863

NET ASSETS:

Beginning of year . . . . . . . . . . . . . . . . . .   18,704,557     9,851,694
                                                       ------------  ------------

END OF YEAR (including undistributed net
 investment income of $52,108 and $107,296,
 respectively). . . . . . . . . . . . . . . . . . . .  $21,514,707   $18,704,557
                                                       ============  ============
</TABLE>



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

FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>



                                             FOR THE YEAR    FOR THE YEAR    FOR THE YEAR    FOR THE YEAR
                                                ENDED           ENDED           ENDED           ENDED
                                               10/31/99        10/31/98        10/31/97        10/31/96
                                            --------------  --------------  --------------  --------------

Per share data (for a share outstanding
throughout each period):
<S>                                         <C>             <C>             <C>             <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . .  $       12.10   $       14.24   $       11.38   $       10.00
                                            --------------  --------------  --------------  --------------

Income from investment operations:
   Net investment income*. . . . . . . . .          0.181           0.134           0.101           0.155
   Net realized and unrealized gain (loss)
    on investments . . . . . . . . . . . .          3.056          (0.935)          2.919           1.356
                                            --------------  --------------  --------------  --------------

Total from investment operations . . . . .          3.237          (0.801)          3.020           1.511
                                            --------------  --------------  --------------  --------------

Less distributions to shareholders:
  From net investment income . . . . . . .         (0.215)         (0.123)         (0.082)         (0.131)
  From net realized gain on investments. .         (0.792)         (1.216)         (0.078)             --
                                            --------------  --------------  --------------  --------------

Total distributions to shareholders. . . .         (1.007)         (1.339)         (0.160)         (0.131)
                                            --------------  --------------  --------------  --------------

NET ASSET VALUE - END OF PERIOD. . . . . .  $       14.33   $       12.10   $       14.24   $       11.38
                                            ==============  ==============  ==============  ==============

Total return1. . . . . . . . . . . . . . .          26.34%         (5.99%)          26.77%          15.21%

Ratios (to average net assets) /
 Supplemental Data:
    Expenses*. . . . . . . . . . . . . . .           1.20%           1.20%           1.20%           1.20%
    Net investment income* . . . . . . . .           0.93%           1.25%           0.94%           1.71%

Portfolio turnover . . . . . . . . . . . .             96%             60%            115%             95%

NET ASSETS - END OF PERIOD
(000's omitted). . . . . . . . . . . . . .  $      21,515   $      18,705   $       9,852   $       1,574
                                            ==============  ==============  ==============  ==============
</TABLE>



*  The  investment advisor did not impose all or a portion of its management fee
and  in  some  periods
paid  a portion of the Series' expenses. If  these expenses had been incurred by
the  Series,  and  had
1996  expenses  been  limited  to  that allowed by state securities law, the net
investment  income  per  share  and  the  ratios  would  have  been  as follows:
<TABLE>
<CAPTION>



<S>                              <C>      <C>      <C>      <C>
Net investment income . . . . .  $0.165   $0.121   $0.063   $0.037

Ratios (to average net assets):
   Expenses . . . . . . . . . .    1.28%    1.32%    1.55%    2.50%
   Net investment income. . . .    0.85%    1.13%    0.59%    0.41%

</TABLE>



1  Represents  aggregate  total  return  for  the  period  indicated.

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

NOTES  TO  FINANCIAL  STATEMENTS


1.     ORGANIZATION
Maximum  Horizon Series (the "Series") is a no-load diversified series of Exeter
Fund,  Inc.  (the  "Fund").  The Fund is organized in Maryland and is registered
under  the Investment Company Act of 1940, as amended, as an open-end management
investment  company.

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in  total  among 31 series, of which 75
million  have  been  designated  as Maximum Horizon 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  traded most extensively.
Securities  not traded on valuation date or securities not listed on an exchange
are  valued  at  the  latest  quoted  bid  price.

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

     FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent  the  Series  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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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

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, character
reclassification between net income and net gains, or other tax adjustments.  As
a  result,  net  investment  income  (loss)  and  net  investment gain (loss) on
investment  transactions  for  a  reporting period may differ significantly from
distributions  to  shareholders during such period.  As a result, the Series may
periodically make reclassifications among its capital accounts without impacting
the  Series'  net  asset  value.

For  the  year  ended  October  31,  1999,  the  Series  distributed $230,990 of
long-term  capital  gains.

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

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

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



3.     TRANSACTIONS  WITH  AFFILIATES
The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor  a fee, computed daily and payable monthly, at an annual rate of 1.0% of
the Series' average daily net assets.  The fee amounted to $219,497 for the year
ended  October  31,  1999.

Under  the  Fund's Investment Advisory Agreement (the "Agreement"), personnel of
the  Advisor  provide  the  Series  with  advice and assistance in the choice of
investments and the execution of securities transactions, and otherwise maintain
the  Series'  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.

12
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)
The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more than 1.20% of average daily net assets each year.  Accordingly, the Advisor
waived  fees  of $16,594 for the year ended October 31, 1999, which is reflected
as  a  reduction of expenses on the Statement of Operations.  The fee waiver and
assumption  of expenses by the Advisor is voluntary and may be terminated at any
time.

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  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  $5,268  for  the  year ended October 31, 1999.

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  Series.

The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
For  the  year  ended October 31, 1999, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term  securities,  were
$16,267,086  and $17,540,912 respectively.  Purchases and sales of United States
Government  securities,  other  than  short-term securities, were $3,281,938 and
$3,204,991,  respectively.


5.     CAPITAL  STOCK  TRANSACTIONS
TRANSACTIONS  IN  SHARES  OF  MAXIMUM  HORIZON SERIES CLASS A COMMON STOCK WERE:
<TABLE>
<CAPTION>



              FOR THE YEAR                       FOR THE YEAR
             ENDED 10/31/99                     ENDED 10/31/98
             ---------------                    ----------------
<S>          <C>              <C>               <C>         <C>
             Shares           Amount            Shares      Amount
             ---------------  ----------------  ----------  ------------
Sold. . . .         498,281         6,719,574   1,001,792    13,203,479
Reinvested.         105,342         1,255,526      90,611     1,148,470
Repurchased        (648,323)       (9,007,895)   (237,720)   (3,077,995)
             ---------------  ----------------  ----------  ------------
Net change.         (44,700)  $    (1,032,795)    854,683   $11,273,954
             ===============  ================  ==========  ============
</TABLE>



The Advisor owned 15,130 shares on October 31, 1999 and 14,184 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
The Series may trade in financial instruments with off-balance sheet risk in the
normal  course  of  its  investing  activities to assist in managing exposure to
various  market  risks.  These  financial  instruments  include written options,
forward  foreign  currency  exchange  contracts,  and  futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk  in  excess of the amounts
recognized  for  financial statement purposes.  No such investments were held by
the  Series  on  October  31,  1999.

13
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS


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

14
<PAGE>



REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,  Inc.
- -  Maximum  Horizon  Series:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position  of the Exeter Fund, Inc.- Maximum
Horizon  Series  (the  "Series")  at  October  31,  1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the responsibility of the Series' management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999


15
<PAGE>

OTHER  INFORMATION  (UNAUDITED)

CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).

16
<PAGE>
<PAGE>
<PAGE>





Exeter  Fund,  Inc.
Flexible  Yield  Series  I
Annual  Report
October  31,  1999


<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS


DEAR  SHAREHOLDERS:

When  one  is younger and blissfully unaware of the many risks that exist in the
world,  worries  are  rare.  As  one grows older and setbacks occur, the list of
worries  grows.  Youthful  optimism  is  replaced  by  cautious optimism, and it
becomes  progressively  easier  to  see  the  glass  as  half-empty  rather than
half-full. It can be argued that the bond market "matures" in a similar fashion.
Early  in the cycle when rates are falling, risks are quickly discounted and bad
news  is  easily  explained  away.  The market has few worries. As the situation
changes  and interest rates start to turn up, the list of worries grows. At some
point,  psychology turns and the market finds something negative in almost every
release,  which  in  turn  drives  interest  rates  even  higher.

Over  the last six months, the psychology of the bond market has been especially
negative;  as  far  as  the  market  was  concerned,  the glass was consistently
half-empty.  The  pessimism  permeated  the  market's  perception  of  wages, it
permeated  the  market's take on the state of the dollar, and it has colored the
market's  opinion  regarding  future  trends  in  inflation.

WAGES    The  overriding  concern of the bond market has been a historically low
unemployment rate and a fear that it would translate into higher wages, which in
turn  would  trigger  higher  prices. While that was, and still is, a legitimate
concern,  there  were/are  extenuating  circumstances.  Given  a general lack of
pricing  power  due  to  an  increasingly  competitive global marketplace, firms
recognize  that  productivity and efficiency gains are the keys to success. That
has  triggered two ongoing events. The first is an exceptional level of business
investment,  especially  in computer technology, which has lowered the number of
workers  needed  to  complete a given task (creating strong productivity gains).
The  second is a remarkable number of mergers (creating solid efficiency gains).
Both  have offset the low unemployment rate, as evidenced by the moderating year
over year increases in the Employment Cost Index and the average hourly earnings
figures.

DOLLAR   The  dollar  has  weakened  versus  the Japanese yen, but the situation
relative  to  the  euro  has  been  a  bit different. From the time the euro was
introduced  at  the  start  of  this year through July, the euro did nothing but
depreciate  versus  the  dollar.  After  a slight up-tick late in the summer and
early  in  the  fall,  the  euro once again lost value relative to the dollar as
October  came  to  a  close.  The  up-tick  spooked  the market, and discussions
regarding  an unsustainable current account deficit, which would cause the value
of the dollar to fall even further and ultimately result in higher U.S. interest
rates,  were widespread. A less pessimistic view is that what has been happening
to exchange rates had more to do with the Japanese yen than it did with the U.S.
dollar.

INFLATION    There is very little disagreement that inflation as measured by the
CPI  will  be  higher in 1999 than it was in 1998. Last year declining commodity
prices  held  down  inflation; this year rising oil prices have pushed inflation
up.  Year to year fluctuations will remain the norm. The bigger question is what
should one expect over the next three to five years?  Manning & Napier is of the
opinion  that  inflation  is much more likely to average around 2% than it is to
return  to  the elevated levels of the 1970's and 1980's. That opinion is driven
by  the  intense competition that a global economy creates, a central bank which
recognizes  the  importance  of being an inflation fighter first and pump primer
second  (i.e.  raising  short  rates  before inflation emerges), and the amazing
technological  changes  (i.e.  computerization  and  the  Internet)  that  are
inherently  disinflationary.

1
<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

The  reality is that the pessimism of the last six months translated into higher
rates.  Short-term  rates  increased  by 60 or 70 basis points (0.60% to 0.70%).
Longer-term  rates  were up more than 50 basis points (0.50%).   Rising interest
rates  have  a  negative effect on bond returns, and that effect is stronger for
bonds  with longer maturities.  Because the Flexible Yield Series I was invested
in bonds with a slightly longer average maturity than its benchmark, its returns
were  more  strongly  affected  by  the  increase  than  those of the benchmark.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT

<GRAPHIC>
<PIE  CHART>

Data  for  pie  charts  to  follow:

Effective  Maturity  -  As  of  10/31/99

Less  than  1  Year  -  11%
1  -  2  Years  -  21%
2  -  3  Years  -  27%
3  -  4  Years  -  30%
More  than  4  Years  -  11%

Portfolio  Composition  -  As  of  10/31/99

U.S.  Treasury  Securities  -  69%
U.S.  Government  Agencies  -  21%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  10%

2
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999

Exeter  Fund,  Inc.  -  Flexible  Yield  Series  I
<TABLE>
<CAPTION>




                               Total Return
Through     Growth of $10,000                 Average
10/31/99    Investment         Cumulative     Annual
<C>         <S>                <C>            <C>
One Year    $10,061              0.61%         0.61%
Five Year   $13,105             31.05%         5.55%
Inception 1 $13,014             30.14%         4.72%
</TABLE>




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




                               Total Return
Through     Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual
<C>         <S>                <C>           <C>
One Year    $10,299             2.99%         2.99%
Five Year   $13,629            36.29%         6.39%
Inception 1 $13,700            37.00%         5.67%
</TABLE>




The  value  of  a  $10,000  investment in the Exeter Fund, Inc. - Flexible Yield
Series  I  from its inception (2/15/94) to present (10/31/99) as compared to the
Merrill  Lynch  U.S.  Treasury  Short-Term  Index.2

<graphic>
<line  chart>

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



<S>       <C>                      <C>
          Exeter Fund, Inc.        Merrill Lynch U.S.
Date      Flexible Yield Series I  Treasury Short-term Index
02/15/94                   10,000                     10,000
12/31/94                    9,924                     10,030
12/31/95                   10,995                     11,133
10/31/96                   11,441                     11,598
10/31/97                   12,025                     12,350
10/31/98                   12,935                     13,302
10/31/99                   13,014                     13,700
</TABLE>




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

2  The  Merrill  Lynch U.S. Treasury Short-Term Index is a market value weighted
measure  of approximately 50 U.S. Treasury Securities. The Index is comprised of
U.S.  Treasury  securities  with  maturities greater than one year but less than
three  years.  The  Index  returns  assume  reinvestment  of coupons and, unlike
Series  returns,  do  not  reflect  any  fees  or  expenses.


3
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                      PRINCIPAL         VALUE
                                                    AMOUNT/SHARES     (NOTE 2)
                                                  ------------------  ---------
U.S. TREASURY SECURITIES - 69.34%
<S>                                               <C>                 <C>
U.S.Treasury Note, 5.625%, 12/31/1999. . . . . .  $           20,000  $ 20,012
U.S.Treasury Note, 6.875%, 3/31/2000 . . . . . .              30,000    30,206
U.S.Treasury Note, 6.75%, 4/30/2000. . . . . . .              20,000    20,138
U.S.Treasury Note, 4.625%, 12/31/2000. . . . . .              80,000    79,050
U.S.Treasury Note, 6.25%, 4/30/2001. . . . . . .              15,000    15,103
U.S.Treasury Note, 5.625%, 5/15/2001 . . . . . .              20,000    19,956
U.S.Treasury Note, 6.625%, 6/30/2001 . . . . . .              40,000    40,513
U.S.Treasury Note, 6.375%, 9/30/2001 . . . . . .              50,000    50,484
U.S.Treasury Note, 6.25%, 10/31/2001 . . . . . .              80,000    80,625
U.S.Treasury Note, 6.125%, 12/31/2001. . . . . .              65,000    65,325
U.S.Treasury Note, 6.25%, 1/31/2002. . . . . . .              40,000    40,325
U.S.Treasury Note, 6.25%, 6/30/2002. . . . . . .              15,000    15,127
U.S.Treasury Note, 6.00%, 7/31/2002. . . . . . .              40,000    40,125
U.S.Treasury Note, 5.875%, 9/30/2002 . . . . . .              50,000    49,969
U.S.Treasury Note, 5.625%, 12/31/2002. . . . . .             140,000   138,775
U.S.Treasury Note, 5.50%, 1/31/2003. . . . . . .              65,000    64,167
U.S.Treasury Note, 5.50%, 3/31/2003. . . . . . .              25,000    24,656
U.S.Treasury Note, 5.375%, 6/30/2003 . . . . . .             175,000   171,719
                                                                      ---------

TOTAL U.S. TREASURY SECURITIES
   (Identified Cost $991,256). . . . . . . . . .                       966,275
                                                                      ---------

U.S. GOVERNMENT AGENCIES - 21.01%
Federal Home Loan Mortgage Corp. Discount Note,
   5.75%, 6/15/2001                                            75,000   74,624
Federal Home Loan Mortgage Corp. Discount Note,
   4.75%, 12/14/2001                                           75,000   72,952
Federal National Mortgage Assoc. Discount Note,
   5.875%, 4/23/2004                                           75,000   72,612
Federal National Mortgage Assoc. Discount Note,
   5.625%, 5/14/2004                                           75,000   72,664
                                                                       --------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $295,078). . . . . . . . . .                       292,852
                                                                      ---------

SHORT-TERM INVESTMENTS - 8.72%
U.S. Treasury Bill, 11/12/1999 . . . . . . . . .              25,000    24,968
U.S. Treasury Bill, 3/2/2000 . . . . . . . . . .              50,000    49,237
Dreyfus Treasury Cash Management Fund. . . . . .              47,300    47,300
                                                                      ---------

TOTAL SHORT-TERM INVESTMENTS
   (Identified Cost $121,505). . . . . . . . . .                       121,505
                                                                      ---------

TOTAL INVESTMENTS - 99.07%
   (Identified Cost $1,407,839). . . . . . . . .                     1,380,632

OTHER ASSETS, LESS LIABILITIES - 0.93% . . . . .                        12,912
                                                                    -----------

NET ASSETS - 100%. . . . . . . . . . . . . . . .                    $1,393,544
                                                                   ============

</TABLE>



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

4
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999



FEDERAL  TAX  INFORMATION:

At  October  31,  1999, the net unrealized depreciation based on identified cost
for  federal  income  tax  purposes  of  $1,409,597  was  as  follows:

Unrealized  appreciation                            $1,106
Unrealized  depreciation                           (30,071)
                                                  ---------

UNREALIZED  DEPRECIATION  -  NET                   ($28,965)
                                                  ==========

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

5
<PAGE>

STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>



OCTOBER 31, 1999

ASSETS:
<S>                                                         <C>
Investments, at value (identified cost $1,407,839)(Note 2)  $1,380,632
Interest receivable. . . . . . . . . . . . . . . . . . . .      22,319
Receivable from investment advisor (Note 3). . . . . . . .      18,211
                                                            -----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .   1,421,162
                                                            -----------


LIABILITIES:

Accrued directors' fees (Note 3) . . . . . . . . . . . . .       7,241
Transfer agent fees payable (Note 3) . . . . . . . . . . .         335
Audit fee payable. . . . . . . . . . . . . . . . . . . . .       9,245
Other payables and accrued expenses. . . . . . . . . . . .      10,797
                                                            -----------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . .      27,618
                                                            -----------

NET ASSETS FOR 136,704 SHARES OUTSTANDING. . . . . . . . .  $1,393,544
                                                            ===========


NET ASSETS CONSIST OF:

Capital stock. . . . . . . . . . . . . . . . . . . . . . .  $    1,367
Additional paid-in-capital . . . . . . . . . . . . . . . .   1,417,085
Undistributed net investment income. . . . . . . . . . . .      11,784
Accumulated net realized loss on investments . . . . . . .      (9,485)
Net unrealized depreciation on investments . . . . . . . .     (27,207)
                                                            -----------

TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . . .  $1,393,544
                                                            ===========

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE - CLASS A
($1,393,544/136,704 shares). . . . . . . . . . . . . . . .  $    10.19
                                                            ===========
</TABLE>




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

6
<PAGE>

STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>



FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                       <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . .  $ 68,062
                                                          ---------

EXPENSES:

Management fee (Note 3). . . . . . . . . . . . . . . . .     4,873
Directors' fees (Note 3) . . . . . . . . . . . . . . . .     7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .       334
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .    10,460
Legal fees . . . . . . . . . . . . . . . . . . . . . . .     4,972
Registration and filing fees . . . . . . . . . . . . . .     2,849
Custodian fee. . . . . . . . . . . . . . . . . . . . . .     1,250
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .       891
                                                          ---------

Total Expenses . . . . . . . . . . . . . . . . . . . . .    32,830

Less Reduction of Expenses (Note 3). . . . . . . . . . .   (23,084)
                                                          ---------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .     9,746
                                                          ---------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .    58,316
                                                          ---------


REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)    (8,740)
Net change in unrealized appreciation (depreciation)
 on investments. . . . . . . . . . . . . . . . . . . . .   (41,220)
                                                          ---------

NET REALIZED AND UNREALIZED LOSS
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .   (49,960)
                                                          ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $  8,356
                                                          =========
</TABLE>



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

7
<PAGE>

STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>




                                             FOR THE       FOR THE
                                            YEAR ENDED    YEAR ENDED
                                             10/31/99      10/31/98
                                           ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                        <C>           <C>
Net investment income . . . . . . . . . .  $    58,316   $    29,614
Net realized gain (loss) on investments .       (8,740)        5,788
Net change in unrealized appreciation
   (depreciation) on investments. . . . .      (41,220)        6,173
                                           ------------  ------------

Net increase from operations. . . . . . .        8,356        41,575
                                           ------------  ------------

DISTRIBUTIONS TO
 SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . .      (54,613)      (32,409)
From net realized gain on investments . .       (3,806)           --
                                           ------------  ------------

Total distributions to shareholders . . .      (58,419)      (32,409)
                                           ------------  ------------

CAPITAL STOCK ISSUED AND
   REPURCHASED:

Net increase from capital
 share transactions (Note 5). . . . . . .      299,738       484,871
                                           ------------  ------------

Net increase in net assets. . . . . . . .      249,675       494,037


NET ASSETS:

Beginning of year . . . . . . . . . . . .    1,143,869       649,832
                                           ------------  ------------

END OF YEAR (including undistributed net
investment income of $11,784 and $8,180,
respectively) . . . . . . . . . . . . . .  $ 1,393,544   $ 1,143,869
                                           ============  ============
</TABLE>



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

8
<PAGE>

FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>



                                                                                                                 FOR THE
                                                                                      FOR                        PERIOD
                                             FOR THE     FOR THE      FOR THE       THE TEN        FOR THE       2/15/94
                                              YEAR         YEAR        YEAR          MONTHS         YEAR      (COMMENCEMENT
                                              ENDED       ENDED        ENDED         ENDED         ENDED      OF OPERATIONS)
                                             10/31/99    10/31/98     10/31/97      10/31/96      12/31/95      TO 12/31/94
                                            ----------  ----------  -------------  ----------  ---------------  -------------
Per share data (for a share outstanding
throughout each period):
<S>                                         <C>         <C>         <C>            <C>         <C>              <C>
NET ASSET VALUE - BEGINNING  OF PERIOD . .  $   10.58   $   10.39   $      10.27   $   10.26   $         9.69   $      10.00
                                            ----------  ----------  -------------  ----------  ---------------  -------------

Income from investment operations:
   Net investment income*. . . . . . . . .      0.427       0.468          0.505       0.411            0.464          0.241
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . .     (0.367)      0.289          0.099      (0.101)           0.566         (0.317)
                                            ----------  ----------  -------------  ----------  ---------------  -------------

Total from investment operations . . . . .      0.060       0.757          0.604       0.310            1.030         (0.076)
                                            ----------  ----------  -------------  ----------  ---------------  -------------

Less distributions to shareholders:
   From net investment income. . . . . . .     (0.417)     (0.567)        (0.456)     (0.300)          (0.460)        (0.234)
   From net realized gain on investments .     (0.033)         --         (0.028)         --               --             --
Total distributions to shareholders. . . .     (0.450)     (0.567)        (0.484)     (0.300)          (0.460)        (0.234)
                                            ----------  ----------  -------------  ----------  ---------------  -------------

NET ASSET VALUE - END OF PERIOD. . . . . .  $   10.19   $   10.58   $      10.39   $   10.27   $        10.26   $       9.69
                                            ==========  ==========  =============  ==========  ===============  =============

Total return 1 . . . . . . . . . . . . . .       0.61%       7.57%          6.07%       3.11%           10.79%        (0.76)%

Ratios (to average net assets) /
 Supplemental Data:
    Expenses*. . . . . . . . . . . . . . .       0.70%       0.70%          0.70%     0.70%2             0.70%        0.70%2
    Net investment income* . . . . . . . .       4.19%       5.04%          5.29%     5.25%2             4.99%        4.41%2

Portfolio turnover . . . . . . . . . . . .         56%         53%            77%         36%              60%            38%

NET ASSETS - END OF PERIOD
 (000's omitted) . . . . . . . . . . . . .  $   1,394   $   1,144   $        650   $     493   $          256   $        231
                                            ==========  ==========  =============  ==========  ===============  =============
</TABLE>



* The investment advisor did not impose its management fee and paid a portion of
the  Series'  expenses.  If  these expenses had been incurred by the Series, and
had  1994,  1995,  and  1996  expenses  been  limited  to  that allowed by state
securities  law,  the  net investment income per share and the ratios would have
been  as  follows:
<TABLE>
<CAPTION>



<S>                              <C>      <C>      <C>      <C>      <C>      <C>
Net investment income . . . . .  $0.258   $0.116   $0.206   $ 0.270  $0.297   $ 0.143

Ratios (to average net assets):
    Expenses. . . . . . . . . .    2.36%    4.49%    3.83%   2.50%2    2.50%   2.50%2
    Net investment income . . .    2.53%    1.25%    2.16%   3.45%2    3.19%   2.61%2

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

The  Series 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 is
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 Fund consists of 1.7 billion
shares  of  common  stock  each  having a par value of $0.01.  As of October 31,
1999,  1,550  million  shares  have been designated in total among 31 series, of
which  37.5  million  have  been  designated  as Flexible Yield Series I Class A
Common  Stock.

2.     SIGNIFICANT  ACCOUNTING  POLICIES

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

     Debt securities, including government bonds and mortgage backed securities,
will  normally  be  valued  on the basis of evaluated bid prices provided by the
Fund's  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  established 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 Fund can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

     FEDERAL  INCOME  TAXES
     The Series' policy is to comply with the provisions of the Internal Revenue
Code applicable to regulated investment companies.  The Series is not subject to
federal  income  or  excise  tax  to  the  extent  the  Series  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 Series uses the identified cost method for determining realized gain or
loss  on  investments  for  both  financial  statement  and  federal  income tax
reporting  purposes.

     At  October  31,  1999,  the Series, for federal income tax purposes, had a
capital  loss  carryforward  of  $7,727,  which will expire on October 31, 2007.

10
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
     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  Series.

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

     For  the  year  ended  October  31,  1999, the Series distributed $3,569 of
long-term  capital  gains.

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

3.     TRANSACTIONS  WITH  AFFILIATES

     The  Fund  has  an  investment  advisory  agreement  with  Manning & Napier
Advisors,  Inc.,  DBA  Exeter  Asset  Management  (the "Advisor"), for which the
Series  pays the Advisor a fee, computed daily and payable monthly, at an annual
rate  of  0.35%  of  the  Series' average daily net assets.  The fee amounted to
$4,873  for  the  year  ended  October  31,  1999.

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

     The  Advisor has voluntarily agreed to waive its fee and, if necessary, pay
other  expenses of the Series in order to maintain total expenses for the Series
at  no  more than 0.70% of average daily net assets each year.  Accordingly, the
Advisor did not impose any of its fee and paid expenses amounting to $18,211 for
the  year  ended October 31, 1999, which is reflected as a reduction of expenses
on  the  Statement  of Operations.  The fee waiver and assumption of expenses by
the  Advisor  is  voluntary  and  may  be  terminated  at  any  time.

     The  Advisor  also  acts  as  the transfer, dividend paying and shareholder
servicing  agent  for the Fund.  For these services, the Series 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  $334  for the year ended October 31, 1999.

     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  Series.


11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

     The  compensation  of  the  non-affiliated Directors totaled $7,201 for the
year  ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
     Purchases  and  sales  of  United  States Government securities, other than
short-term  securities,  were  $970,986 and $681,484, respectively, for the year
ended  October  31,  1999.

5.     CAPITAL  STOCK  TRANSACTIONS
     Transactions  in  shares  of  Flexible  Yield Series I Class A Common Stock
were:
<TABLE>
<CAPTION>



              FOR THE YEAR                        FOR THE YEAR
             ENDED 10/31/99                       ENDED 10/31/98
             ---------------                      ----------------
<S>          <C>              <C>               <C>       <C>
             Shares           Amount            Shares    Amount
             ---------------  ----------------  --------  ------------

Sold. . . .         102,284   $     1,064,926   139,912   $ 1,458,457
Reinvested.           5,700            58,419     3,160        32,409
Repurchased         (79,406)         (823,607)  (97,485)   (1,005,995)
Net change.          28,578   $       299,738    45,587   $   484,871
             ===============  ================  ========  ============
</TABLE>



The Advisor owned 13,549 shares on October 31, 1999 and 12,971 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
     The  Series  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  Series  on  October  31,  1999.

12
<PAGE>

REPORT  OF  INDEPENDENT  ACCOUNTANTS

TO  THE  BOARD  OF  DIRECTORS  AND  SHAREHOLDERS  OF
EXETER  FUND,  INC.  -  FLEXIBLE  YIELD  SERIES  I:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position of the Exeter Fund, Inc.- Flexible
Yield  Series  I  (the  "Series")  at  October  31, 1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the  responsibility of the Series management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999

13
<PAGE>

OTHER  INFORMATION  (UNAUDITED)

     CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).


14
<PAGE>
<PAGE>

Exeter  Fund,  Inc.
Flexible  Yield  Series  II
Annual  Report
October  31,  1999

<PAGE>
<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS


DEAR  SHAREHOLDERS:

When  one  is younger and blissfully unaware of the many risks that exist in the
world,  worries  are  rare.  As  one grows older and setbacks occur, the list of
worries  grows.  Youthful  optimism  is  replaced  by  cautious optimism, and it
becomes  progressively  easier  to  see  the  glass  as  half-empty  rather than
half-full. It can be argued that the bond market "matures" in a similar fashion.
Early  in the cycle when rates are falling, risks are quickly discounted and bad
news  is  easily  explained  away.  The market has few worries. As the situation
changes  and interest rates start to turn up, the list of worries grows. At some
point,  psychology turns and the market finds something negative in almost every
release,  which  in  turn  drives  interest  rates  even  higher.

Over  the last six months, the psychology of the bond market has been especially
negative;  as  far  as  the  market  was  concerned,  the glass was consistently
half-empty.  The  pessimism  permeated  the  market's  perception  of  wages, it
permeated  the  market's take on the state of the dollar, and it has colored the
market's  opinion  regarding  future  trends  in  inflation.

WAGES    The  overriding  concern of the bond market has been a historically low
unemployment rate and a fear that it would translate into higher wages, which in
turn  would  trigger  higher  prices. While that was, and still is, a legitimate
concern,  there  were/are  extenuating  circumstances.  Given  a general lack of
pricing  power  due  to  an  increasingly  competitive global marketplace, firms
recognize  that  productivity and efficiency gains are the keys to success. That
has  triggered two ongoing events. The first is an exceptional level of business
investment,  especially  in computer technology, which has lowered the number of
workers  needed  to  complete a given task (creating strong productivity gains).
The  second is a remarkable number of mergers (creating solid efficiency gains).
Both  have offset the low unemployment rate, as evidenced by the moderating year
over year increases in the Employment Cost Index and the average hourly earnings
figures.

DOLLAR   The  dollar  has  weakened  versus  the Japanese yen, but the situation
relative  to  the  euro  has  been  a  bit different. From the time the euro was
introduced  at  the  start  of  this year through July, the euro did nothing but
depreciate  versus  the  dollar.  After  a slight up-tick late in the summer and
early  in  the  fall,  the  euro once again lost value relative to the dollar as
October  came  to  a  close.  The  up-tick  spooked  the market, and discussions
regarding  an unsustainable current account deficit, which would cause the value
of the dollar to fall even further and ultimately result in higher U.S. interest
rates,  were widespread. A less pessimistic view is that what has been happening
to exchange rates had more to do with the Japanese yen than it did with the U.S.
dollar.

INFLATION    There is very little disagreement that inflation as measured by the
CPI  will  be  higher in 1999 than it was in 1998. Last year declining commodity
prices  held  down  inflation; this year rising oil prices have pushed inflation
up.  Year to year fluctuations will remain the norm. The bigger question is what
should one expect over the next three to five years?  Manning & Napier is of the
opinion  that  inflation  is much more likely to average around 2% than it is to
return  to  the elevated levels of the 1970's and 1980's. That opinion is driven
by  the  intense competition that a global economy creates, a central bank which
recognizes  the  importance  of being an inflation fighter first and pump primer
second  (i.e.  raising  short  rates  before inflation emerges), and the amazing
technological  changes  (i.e.  computerization  and  the  Internet)  that  are
inherently  disinflationary.

1
<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS


The  reality is that the pessimism of the last six months translated into higher
rates.  Short-term  rates  increased  by 60 or 70 basis points (0.60% to 0.70%).
Longer-term  rates  were up more than 50 basis points (0.50%).   Rising interest
rates  have  a  negative effect on bond returns, and that effect is stronger for
bonds with longer maturities.  Because the Flexible Yield Series II was invested
in bonds with a slightly longer average maturity than its benchmark, its returns
were  more  strongly  affected  by  the increase than those of the benchmark. In
addition,  its  holdings  are higher quality than the benchmark, because we feel
the  additional  risk  resulting  from investments in lower quality bonds is not
compensated  by  the  additional  yield  they  offer.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT

<GRAPHIC>
<PIE  CHART>

Data  for  pie  chart  to  follow:

Effective  Maturity  -  As  of  10/31/99

Less  than  1  Year  -  8%
1  -2  Years  -  10%
2  -  3  Years  -  21%
3  -  5  Years  -  30%
5  -  7  Years  -  5%
More  than  7  Years  -  26%


Portfolio  Composition  -  As  of  10/31/99

U.S.  Treasury  Securities  -  76%
U.S.  Government  Agencies  -  22%
Cash,  equivalents,  and  other  assets,  less  liabilities  -  2%

2
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999


Exeter  Fund,  Inc.  Flexible  Yield  Series  II
<TABLE>
<CAPTION>



<S>         <C>                <C>         <C>
                  Total Return
Through.    Growth of $10,000              Average
10/31/99    Investment         Cumulative  Annual

One Year    $ 9,903             -0.97%     -0.97%
Five Year   $13,931             39.31%      6.85%
Inception 1 $13,262             32.62%      5.07%
</TABLE>




Merrill  Lynch  Corporate/Government  Intermediate  Index
<TABLE>
<CAPTION>



<S>         <C>                <C>            <C>
                               Total Return
Through     Growth of $10,000                 Average
10/31/99    Investment         Cumulative     Annual

One Year    $10,091             0.91%         0.91%
Five Year   $14,114            41.14%         7.13%
Inception 1 $13,839            38.39%         5.85%

</TABLE>



The  value  of  a  $10,000  investment in the Exeter Fund, Inc. - Flexible Yield
Series  II from its inception (2/15/94) to present (10/31/99) as compared to the
Merrill  Lynch  Corporate/Government  Intermediate
Index.  2
<TABLE>
<CAPTION>



<S>       <C>                       <C>
          Exeter Fund, Inc.         Merrill Lynch Government/
Date . .  Flexible Yield Series II  Corporate Intermediate Index
02/15/94                    10,000                        10,000
12/31/94                     9,531                         9,799
12/31/95                    11,182                        11,301
10/31/96                    11,336                        11,672
10/31/97                    12,199                        12,560
10/31/98                    13,392                        13,715
10/31/99                    13,262                        13,839
</TABLE>




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

2  The  Merrill  Lynch Corporate/Government Intermediate Index is a market value
weighted  measure  of  approximately  3,180  corporate and government bonds. The
Index  is  comprised  of investment grade bonds with maturities greater than one
year  but less than ten years.  The Index returns assume reinvestment of coupons
and,  unlike  Fund  returns,  do  not  reflect  any  fees  or  expenses.

3
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>




                                                      PRINCIPAL AMOUNT/     VALUE
                                                            SHARES        (NOTE 2)
                                                      ------------------  ---------
U.S. TREASURY SECURITIES - 75.52%
<S>                                                   <C>                 <C>
U.S. TREASURY NOTES - 73.07%
U.S. Treasury Note, 5.50%, 3/31/2000 . . . . . . . .  $           20,000  $ 20,019
U.S. Treasury Note, 6.125%, 9/30/2000. . . . . . . .              25,000    25,117
U.S. Treasury Note, 7.875%, 8/15/2001. . . . . . . .              30,000    31,031
U.S. Treasury Note, 6.25%, 10/31/2001. . . . . . . .              25,000    25,195
U.S. Treasury Note, 6.25%, 1/31/2002 . . . . . . . .              15,000    15,122
U.S. Treasury Note, 6.25%, 6/30/2002 . . . . . . . .              45,000    45,380
U.S. Treasury Note, 6.25%, 2/15/2003 . . . . . . . .              40,000    40,350
U.S. Treasury Note, 5.375%, 6/30/2003. . . . . . . .              20,000    19,625
U.S. Treasury Note, 7.25%, 5/15/2004 . . . . . . . .             100,000   104,750
U.S. Treasury Note, 5.625%, 2/15/2006. . . . . . . .              25,000    24,383
U.S Treasury Note, 5.625%, 5/15/2008 . . . . . . . .              35,000    33,764
U.S Treasury Note, 4.75%, 11/15/2008 . . . . . . . .              25,000    22,609
                                                                          ---------

TOTAL U.S. TREASURY NOTES
 (Identified Cost $403,121). . . . . . . . . . . . .                       407,345
                                                                         ----------

U.S. TREASURY STRIPS - 2.45%
Principal only- Interest stripped, 5/15/2009
   (Identified Cost $14,849) . . . . . . . . . . . .              25,000    13,645
                                                                          ---------

TOTAL U.S. TREASURY SECURITIES
 (Identified Cost $417,970). . . . . . . . . . . . .                       420,990
                                                                         ----------

U.S. GOVERNMENT AGENCIES - 22.43%
Federal Home Loan Mortgage Corp., 4.75%, 12/14/2001.              55,000    53,498
Federal National Mortgage Assn., 6.50%, 4/29/2009. .              75,000    71,564
                                                                          ---------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $126,503). . . . . . . . . . . .                       125,062
                                                                          ---------

SHORT-TERM INVESTMENTS - 1.41%
Dreyfus Treasury Cash Management Fund
 (Identified Cost $7,845). . . . . . . . . . . . . .               7,845     7,845
                                                                          ---------

TOTAL INVESTMENTS - 99.36%
 (Identified Cost $552,318). . . . . . . . . . . . .                       553,897

OTHER ASSETS, LESS LIABILITIES - 0.64% . . . . . . .                         3,544
                                                                          ---------

NET ASSETS - 100%. . . . . . . . . . . . . . . . . .                     $ 557,441
                                                                         ==========
</TABLE>




Federal  Tax  Information:

At  October  31,  1999, the net unrealized appreciation based on identified cost
for  federal  income  tax  purposes  of  $552,318  was  as  follows:

Unrealized  appreciation               $10,122

Unrealized  depreciation                (8,543)
                                       --------

UNREALIZED  APPRECIATION  -  NET        $1,579
                                       =======


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

4
<PAGE>
STATEMENT  OF  ASSETS  &  LIABILITIES
<TABLE>
<CAPTION>




OCTOBER 31, 1999

ASSETS:
<S>                                                       <C>
Investments, at value (identified cost $552,318)(Note 2)  $553,897
Cash . . . . . . . . . . . . . . . . . . . . . . . . . .        20
Interest receivable. . . . . . . . . . . . . . . . . . .     9,735
Receivable from investment advisor (Note 3). . . . . . .    21,889
                                                          --------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .   585,541
                                                          --------

LIABILITIES:

Accrued directors' fees (Note 3) . . . . . . . . . . . .     7,241
Transfer agent fees payable (Note 3) . . . . . . . . . .       150
Audit fee payable. . . . . . . . . . . . . . . . . . . .     9,250
Other payables and accrued expenses. . . . . . . . . . .    11,459
                                                          --------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .    28,100
                                                          --------

NET ASSETS FOR 56,899 SHARES OUTSTANDING . . . . . . . .  $557,441
                                                          ========

NET ASSETS CONSIST OF:

Capital stock. . . . . . . . . . . . . . . . . . . . . .  $    569
Additional paid-in-capital . . . . . . . . . . . . . . .   542,799
Undistributed net investment income. . . . . . . . . . .     7,798
Accumulated net realized gain on investments . . . . . .     4,698
Net unrealized appreciation on investments . . . . . . .     1,579
                                                          --------

TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .  $557,441
                                                          ========

NET ASSET VALUE, OFFERING PRICE AND
REDEMPTION PRICE PER SHARE - CLASS A
 ($557,441/56,899 SHARES). . . . . . . . . . . . . . . .  $   9.80
                                                          ========
</TABLE>



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

5
<PAGE>

STATEMENT  OF  OPERATIONS

<TABLE>
<CAPTION>




FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                       <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . .  $ 36,989
                                                          ---------

EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . .     2,805
Directors' fees (Note 3) . . . . . . . . . . . . . . . .     7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .       150
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .     9,936
Legal fees . . . . . . . . . . . . . . . . . . . . . . .     4,972
Registration and filing fees . . . . . . . . . . . . . .     3,251
Custodian fee. . . . . . . . . . . . . . . . . . . . . .       551
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .       816
                                                          ---------

Total Expenses . . . . . . . . . . . . . . . . . . . . .    29,682

Less Reduction of Expenses (Note 3). . . . . . . . . . .   (24,694)
                                                          ---------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .     4,988
                                                          ---------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .    32,001
                                                          ---------

REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     5,625
Net change in unrealized appreciation on investments . .   (44,376)
                                                          ---------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .   (38,751)
                                                          ---------

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $ (6,750)
                                                          =========
</TABLE>



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

6
<PAGE>
STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>




                                                        FOR THE       FOR THE
                                                       YEAR ENDED    YEAR ENDED
                                                        10/31/99      10/31/98
                                                      ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                   <C>           <C>
Net investment income. . . . . . . . . . . . . . . .  $    32,001   $    30,570
Net realized gain on investments . . . . . . . . . .        5,625         5,805
Net change in unrealized appreciation
 on investments. . . . . . . . . . . . . . . . . . .      (44,376)       18,765
                                                      ------------  ------------

Net increase (decrease) from operations. . . . . . .       (6,750)       55,140
                                                      ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income . . . . . . . . . . . . .      (32,631)      (31,969)
From net realized gain on investments. . . . . . . .       (5,048)       (4,875)
                                                      ------------  ------------

Total distributions to shareholders. . . . . . . . .      (37,679)      (36,844)
                                                      ------------  ------------

CAPITAL STOCK ISSUED AND REPURCHASED:

Net decrease from capital
   share transactions (Note 5) . . . . . . . . . . .      (97,459)      (37,191)
                                                      ------------  ------------

Net decrease in net assets . . . . . . . . . . . . .     (141,888)      (18,895)

NET ASSETS:

Beginning of year. . . . . . . . . . . . . . . . . .      699,329       718,224
                                                      ------------  ------------

END OF YEAR (including undistributed net investment
   income of $7,796 and $7,807, respectively). . . .  $   557,441   $   699,329
                                                      ============  ============

</TABLE>



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

7
<PAGE>

FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>



                                                                                       FOR THE                     FOR THE PERIOD
                                             FOR THE        FOR THE        FOR THE       TEN          FOR THE          2/15/94
                                               YEAR          YEAR           YEAR        MONTHS         YEAR        (COMMENCEMENT
                                              ENDED          ENDED          ENDED       ENDED          ENDED      OF OPERATIONS) TO
                                             10/31/99       10/31/98       10/31/97    10/31/96        12/31/95         12/31/94
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

Per share data (for a share outstanding
throughout each period):
<S>                                         <C>         <C>               <C>         <C>         <C>                  <C>
NET ASSET VALUE -BEGINNING  OF PERIOD. . .  $   10.50   $         10.23   $   10.10   $   10.30   $             9.27   $   10.00
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

Income from investment operations:
   Net investment income*. . . . . . . . .      0.541             0.575       0.523       0.445                0.561       0.269
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . .     (0.642)            0.378       0.212      (0.315)               1.019      (0.738)
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

Total from investment operations . . . . .     (0.101)            0.953       0.735       0.130                1.580      (0.469)
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

Less distributions to shareholders:
   From net investment income. . . . . . .     (0.522)           (0.589)     (0.597)     (0.270)              (0.550)     (0.261)
   From net realized gain on investments .     (0.077)           (0.094)     (0.008)     (0.060)                   -           -
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

Total distributions to shareholders. . . .     (0.599)           (0.683)     (0.605)     (0.330)              (0.550)     (0.261)
                                            ----------  ----------------  ----------  ----------  -------------------  ----------

NET ASSET VALUE - END OF PERIOD. . . . . .  $    9.80   $         10.50   $   10.23   $   10.10   $            10.30   $    9.27
                                            ==========  ================  ==========  ==========  ===================  ==========

Total return 1 . . . . . . . . . . . . . .     (0.97%)             9.78%       7.61%       1.38%               17.33%     (4.69%)

Ratios (to average net assets) /
 Supplemental Data:
    Expenses*. . . . . . . . . . . . . . .       0.80%             0.80%       0.80%     0.80%2                 0.80%     0.80%2
    Net investment income* . . . . . . . .       5.13%             5.21%       5.46%     5.55%2                 5.38%     5.40%2

Portfolio turnover . . . . . . . . . . . .         36%               31%         58%          5%                  35%          0%

NET ASSETS - END OF PERIOD
   (000's omitted) . . . . . . . . . . . .  $     557   $           699   $     718   $     481   $              438   $     396
                                            ==========  ================  ==========  ==========  ===================  ==========

</TABLE>



*The  investment advisor did not impose its management fee and paid a portion of
the  Series'  expenses.
 If  these  expenses  had  been  incurred by the Series, and had 1994, 1995, and
1996,  expenses  been  limited  to that allowed by state securities law, the net
investment  income  per  share  and  the  ratios  would  have  been  as follows:
<TABLE>
<CAPTION>



<S>                              <C>      <C>      <C>      <C>      <C>      <C>
Net investment income . . . . .  $0.124   $0.145   $0.243   $ 0.309  $0.384   $ 0.184
Ratios (to average net assets):
   Expenses . . . . . . . . . .    4.76%    4.70%    3.72%   2.50%2    2.50%   2.50%2
   Net investment income. . . .    1.17%    1.31%    2.54%   3.85%2    3.68%   3.70%2

</TABLE>



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

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

8

<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS


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

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have  been designated as Flexible Yield Series II Class A Common Stock.

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

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent  the  Series  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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

9

<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
DISTRIBUTION  OF  INCOME  AND  GAINS
Distributions  to  shareholders  of  net  investment  income are made quarterly.
Distributions  are  recorded  on  the  ex-dividend  date.  Distributions  of net
realized  gains  are  distributed  annually.  An  additional distribution may be
necessary  to  avoid  taxation  of  the  Series.

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

     For  the  year  ended  October  31,  1999,  the  Series distributed $575 of
long-term  capital  gains.

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

3.     TRANSACTIONS  WITH  AFFILIATES
The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor a fee, computed daily and payable monthly, at an annual rate of 0.45% of
the  Series'  average daily net assets.  The fee amounted to $2,805 for the year
ended  October  31,  1999.

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

The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more than 0.80% of average daily net assets each year.  Accordingly, the Advisor
did  not  impose  any  of its fee and paid expenses amounting to $21,889 for the
year  ended  October  31, 1999, which is reflected as a reduction of expenses on
the  Statement  of Operations.  The fee waiver and assumption of expenses by the
Advisor  is  voluntary  and  may  be  terminated  at  any  time.

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  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  $150  for  the  year  ended  October 31, 1999.

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  Series.

10
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)
The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
Purchases  and  sales  of  United  States  Government  securities,  other  than
short-term  securities,  were  $216,567  and $278,583 respectively, for the year
ended  October  31,  1999.

5.  CAPITAL  STOCK  TRANSACTIONS
     Transactions  in  shares  of  Flexible Yield Series II Class A Common Stock
were:
<TABLE>
<CAPTION>




              FOR THE YEAR                       FOR THE YEAR
             ENDED 10/31/99                      ENDED 10/31/98
             ---------------                    ----------------
<S>          <C>              <C>               <C>       <C>
             Shares           Amount            Shares    Amount
             ---------------  ----------------  --------  ----------
Sold. . . .           5,972   $        60,262    21,299   $ 218,417
Reinvested.           3,760            37,679     3,668      36,844
Repurchased         (19,442)         (195,400)  (28,563)   (292,452)
             ---------------  ----------------  --------  ----------
Net change.          (9,710)  $       (97,459)   (3,596)  $ (37,191)
             ===============  ================  ========  ==========
</TABLE>



The Advisor owned 16,682 shares on October 31, 1999 and 15,723 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
The Series 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  Series  on  October  31,  1999.

11

<PAGE>



REPORT  OF  INDEPENDENT  ACCOUNTANTS

To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,
Inc.  -  Flexible  Yield  Series  II:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position of the Exeter Fund, Inc.- Flexible
Yield  Series  II  (the  "Series")  at  October 31, 1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the responsibility of the Series' management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999





12
<PAGE>

OTHER  INFORMATION  (UNAUDITED)

CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).

13

<PAGE>
<PAGE>







Exeter  Fund,  Inc.
Flexible  Yield  Series  III
Annual  Report
October,  31,  1999

<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

Dear  Shareholders:

When  one  is younger and blissfully unaware of the many risks that exist in the
world,  worries  are  rare.  As  one grows older and setbacks occur, the list of
worries  grows.  Youthful  optimism  is  replaced  by  cautious optimism, and it
becomes  progressively  easier  to  see  the  glass  as  half-empty  rather than
half-full. It can be argued that the bond market "matures" in a similar fashion.
Early  in the cycle when rates are falling, risks are quickly discounted and bad
news  is  easily  explained  away.  The market has few worries. As the situation
changes  and interest rates start to turn up, the list of worries grows. At some
point,  psychology turns and the market finds something negative in almost every
release,  which  in  turn  drives  interest  rates  even  higher.

Over  the last six months, the psychology of the bond market has been especially
negative;  as  far  as  the  market  was  concerned,  the glass was consistently
half-empty.  The  pessimism  permeated  the  market's  perception  of  wages, it
permeated  the  market's take on the state of the dollar, and it has colored the
market's  opinion  regarding  future  trends  in  inflation.

WAGES    The  overriding  concern of the bond market has been a historically low
unemployment rate and a fear that it would translate into higher wages, which in
turn  would  trigger  higher  prices. While that was, and still is, a legitimate
concern,  there  were/are  extenuating  circumstances.  Given  a general lack of
pricing  power  due  to  an  increasingly  competitive global marketplace, firms
recognize  that  productivity and efficiency gains are the keys to success. That
has  triggered two ongoing events. The first is an exceptional level of business
investment,  especially  in computer technology, which has lowered the number of
workers  needed  to  complete a given task (creating strong productivity gains).
The  second is a remarkable number of mergers (creating solid efficiency gains).
Both  have offset the low unemployment rate, as evidenced by the moderating year
over year increases in the Employment Cost Index and the average hourly earnings
figures.

DOLLAR   The  dollar  has  weakened  versus  the Japanese yen, but the situation
relative  to  the  euro  has  been  a  bit different. From the time the euro was
introduced  at  the  start  of  this year through July, the euro did nothing but
depreciate  versus  the  dollar.  After  a slight up-tick late in the summer and
early  in  the  fall,  the  euro once again lost value relative to the dollar as
October  came  to  a  close.  The  up-tick  spooked  the market, and discussions
regarding  an unsustainable current account deficit, which would cause the value
of the dollar to fall even further and ultimately result in higher U.S. interest
rates,  were widespread. A less pessimistic view is that what has been happening
to exchange rates had more to do with the Japanese yen than it did with the U.S.
dollar.

INFLATION    There is very little disagreement that inflation as measured by the
CPI  will  be  higher in 1999 than it was in 1998. Last year declining commodity
prices  held  down  inflation; this year rising oil prices have pushed inflation
up.  Year to year fluctuations will remain the norm. The bigger question is what
should one expect over the next three to five years?  Manning & Napier is of the
opinion  that  inflation  is much more likely to average around 2% than it is to
return  to  the elevated levels of the 1970's and 1980's. That opinion is driven
by  the  intense competition that a global economy creates, a central bank which
recognizes  the  importance  of being an inflation fighter first and pump primer
second  (i.e.  raising  short  rates  before inflation emerges), and the amazing
technological  changes  (i.e.  computerization  and  the  Internet)  that  are
inherently  disinflationary.

1
<PAGE>


MANAGEMENT  DISCUSSION  AND  ANALYSIS


The  reality is that the pessimism of the last six months translated into higher
rates.  Short-term  rates  increased  by 60 or 70 basis points (0.60% to 0.70%).
Longer-term  rates  were up more than 50 basis points (0.50%).   Rising interest
rates  have  a  negative effect on bond returns, and that effect is stronger for
bonds  with  longer  maturities.  Because  the  Flexible  Yield  Series  III was
invested  in  bonds  with a slightly longer average maturity than its benchmark,
its  returns  were  more  strongly  affected  by  the increase than those of the
benchmark.  In  addition,  its  holdings  are higher quality than the benchmark,
because  we feel the additional risk resulting from investments in lower quality
bonds  is  not  compensated  by  the  additional  yield  they  offer.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT

<graphic>
<pie  chart>

Data  for  pie  chart  to  follow:

Effective  Maturity  -  As  of  10/31/99

Less  than  1  Year  -  2%
1  -  2  Years  -  18%
2  -  3  Years  -  5%
3  -  5  Years  -  16%
5  -  7  Years  -  12%
7  -  10  Years  -  16%
Over  10  Years  -  31%

Portfolio  Composition  -  As  of  10/31/99

U.S.  Treasury  Securities  -  69%
U.S.  Government  Agencies  -  28%
Cash,  equivalents  and  other  assets,  less  liabilities  -  3%

2
<PAGE>

PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999

Exeter  Fund,  Inc.  -  Flexible  Yield  Series  III
<TABLE>
<CAPTION>



<S>          <C>                <C>          <C>
                                Total Return
Through.     Growth of $10,000                Average
10/31/99     Investment         Cumulative    Annual

One Year     $ 9,779            -2.21%       -2.21%
Five Year    $14,872            48.72%        8.26%
Inception 1  $13,756            37.56%        5.58%
</TABLE>





Merrill  Lynch  Corporate/Government  Bond  Index
<TABLE>
<CAPTION>



<S>         <C>                <C>           <C>
                               Total Return
Through.    Growth of $10,000                Average
10/31/99    Investment         Cumulative    Annual

One Year    $ 9,926             -0.74%        -0.74%
Five Year   $14,586             45.86%         7.84%
Inception 1 $14,053             40.53%         5.97%
</TABLE>



The  value  of  a  $10,000  investment in the Exeter Fund, Inc. - Flexible Yield
Series  III  from  its inception (12/20/93) to present (10/31/99) as compared to
the  Merrill  Lynch  Corporate/Government  Bond  Index.  2
<TABLE>
<CAPTION>



              Exeter Fund, Inc.      Merrill Lynch Government/
Date      Flexible Yield Series III    Corporate Bond Index
<S>       <C>                        <C>
12/21/93                     10,000                     10,000
12/31/93                      9,960                     10,013
12/31/94                      9,380                      9,686
12/31/95                     11,451                     11,532
10/31/96                     11,431                     11,778
10/31/97                     12,542                     12,832
10/31/98                     14,066                     14,158
10/31/99                     13,756                     14,053
</TABLE>




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

2  The  Merrill Lynch Corporate/Government Bond Index is a market value weighted
measure  of  approximately  4,500  corporate and government bonds.  The Index is
comprised  of investment grade securities with maturities greater than one year.
The  Index  returns  assume reinvestment of coupons and, unlike Fund returns, do
not  reflect  any  fees  or  expenses.

3
<PAGE>


INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                    PRINCIPAL     VALUE
                                                      AMOUNT    (NOTE 2)
                                                    ----------  ---------
<S>                                                 <C>         <C>
U.S. TREASURY SECURITIES - 68.88%
    U.S. TREASURY BONDS - 15.89%
    U.S. Treasury Bond, 6.875%, 8/15/2025
    (Identified Cost $150,993) . . . . . . . . . .  $  155,000  $163,622
                                                                ---------

    U.S. TREASURY NOTES - 52.99%
    U.S. Treasury Note, 5.50%, 3/31/2000 . . . . .      20,000    20,019
    U.S. Treasury Note, 5.375%, 2/15/2001. . . . .      90,000    89,606
    U.S. Treasury Note, 5.625%, 5/15/2001. . . . .      40,000    39,913
    U.S. Treasury Note, 6.25%, 6/30/2002 . . . . .      50,000    50,422
    U.S. Treasury Note, 5.875%, 2/15/2004. . . . .     110,000   109,691
    U.S. Treasury Note, 6.50%, 8/15/2005 . . . . .      55,000    55,980
    U.S. Treasury Note, 5.625%, 2/15/2006. . . . .      70,000    68,272
    U.S. Treasury Note, 6.25%, 2/15/2007 . . . . .      50,000    50,234
    U.S. Treasury Note, 6.625%, 5/15/2007. . . . .      60,000    61,575
                                                                ---------

    TOTAL U.S. TREASURY NOTES
    (Identified Cost $534,475) . . . . . . . . . .                545,712
                                                                ----------

TOTAL U.S. TREASURY SECURITIES
    (Identified Cost $685,468) . . . . . . . . . .                709,334
                                                                ----------

U.S. GOVERNMENT AGENCIES - 28.30%
    MORTGAGE BACKED SECURITIES - 9.36%
    GNMA, Pool #224199, 9.50%, 7/15/2018 . . . . .       5,743     6,160
    GNMA, Pool #299164, 9.00%, 12/15/2020. . . . .       5,809     6,112
    GNMA, Pool #310604, 9.00%, 10/15/2021. . . . .      56,653    59,602
    GNMA, Pool #376345, 6.50%, 12/15/2023. . . . .      25,684    24,556
                                                                ---------

    TOTAL MORTGAGE BACKED SECURITIES
    (Identified Cost $94,932). . . . . . . . . . .                96,430
                                                               ----------

    OTHER AGENCIES - 18.94%
    Federal National Mortgage Association Medium
    Term Note, 4.625%, 10/15/2001. . . . . . . . .      55,000    53,508
    Federal National Mortgage Association Medium
    Term Note, 5.625%, 5/14/2004 . . . . . . . . .      50,000    48,443
    Federal National Mortgage Association Medium
    Term Note, 5.75%, 2/15/2008. . . . . . . . . .      50,000    47,117
     Federal National Mortgage Association Medium
    Term Note, 6.25%, 5/15/2029. . . . . . . . . .      50,000    46,031
                                                                ---------

     TOTAL OTHER AGENCIES
    (Identified Cost $203,674) . . . . . . . . . .               195,099
                                                               ----------

TOTAL U.S. GOVERNMENT AGENCIES
   (Identified Cost $298,606). . . . . . . . . . .               291,529
                                                               ----------
</TABLE>



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

4
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                    VALUE
                                          SHARES    (NOTE 2)
                                        ----------  ---------
<S>                                     <C>         <C>
SHORT-TERM INVESTMENTS - 2.29%
Dreyfus Treasury Cash Management Fund
   (Identified Cost $23,628) . . . . .      23,628  $ 23,628
                                                    ---------

TOTAL INVESTMENTS - 99.47%
   (Identified Cost $1,007,702). . . .             1,024,491

OTHER ASSETS, LESS LIABILITIES - 0.53%                 5,439
                                                   ----------

NET ASSETS - 100%. . . . . . . . . . .            $1,029,930
                                                   ==========
</TABLE>



Federal  Tax  Information:

At  October  31,  1999, the net unrealized appreciation based on identified cost
for  federal  income  tax  purposes  of  $1,007,702  was  as  follows:


Unrealized appreciation           $26,505

Unrealized depreciation            (9,716)
                                  -------

UNREALIZED APPRECIATION - NET     $16,789
                                  =======

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

5
<PAGE>

STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>




OCTOBER 31, 1999

ASSETS:
<S>                                                         <C>
Investments, at value (identified cost $1,007,702)(Note 2)  $1,024,491
Cash . . . . . . . . . . . . . . . . . . . . . . . . . . .          60
Interest receivable. . . . . . . . . . . . . . . . . . . .      15,095
Receivable from investment advisor (Note 3). . . . . . . .      18,094
                                                            ----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . .   1,057,740
                                                            ----------


LIABILITIES:

Accrued directors' fees (Note 3) . . . . . . . . . . . . .       7,241
Transfer agent fees payable (Note 3) . . . . . . . . . . .         285
Audit fee payable. . . . . . . . . . . . . . . . . . . . .       9,249
Other payables and accrued expenses. . . . . . . . . . . .      11,035
                                                            ----------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . . .      27,810
                                                            ----------

NET ASSETS FOR 102,432 SHARES OUTSTANDING. . . . . . . . .  $1,029,930
                                                            ==========


NET ASSETS CONSIST OF:

Capital stock. . . . . . . . . . . . . . . . . . . . . . .  $    1,024
Additional paid-in-capital . . . . . . . . . . . . . . . .     967,006
Undistributed net investment income. . . . . . . . . . . .      12,552
Accumulated net realized gain on investments . . . . . . .      32,559
Net unrealized appreciation on investments . . . . . . . .      16,789
                                                            ----------

TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . . .  $1,029,930
                                                            ==========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($1,029,930/102,432 shares) . . . . . . . . . . . . . .  $    10.05
                                                            ==========
</TABLE>




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

6
<PAGE>





STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>




FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                       <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . .  $  69,660
                                                          ----------

EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . .      5,939
Directors' fees (Note 3) . . . . . . . . . . . . . . . .      7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .        285
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .      9,978
Legal fees . . . . . . . . . . . . . . . . . . . . . . .      4,972
Registration and filing fees . . . . . . . . . . . . . .      2,549
Custodian fee. . . . . . . . . . . . . . . . . . . . . .      2,200
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .      1,005
                                                          ----------

Total Expenses . . . . . . . . . . . . . . . . . . . . .     34,129

Less Reduction of Expenses (Note 3). . . . . . . . . . .    (24,033)
                                                          ----------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .     10,096
                                                          ----------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .     59,564
                                                          ----------


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized gain on investments (identified cost basis)     34,689
Net change in unrealized appreciation on investments . .   (121,104)
                                                          ----------

NET REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .    (86,415)
                                                          ----------

NET DECREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $ (26,851)
                                                          ==========

</TABLE>



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

7
<PAGE>



STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>




                                               FOR THE       FOR THE
                                              YEAR ENDED    YEAR ENDED
                                               10/31/99      10/31/98
                                             ------------  ------------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                          <C>           <C>
Net investment income . . . . . . . . . . .  $    59,564   $    75,844
Net realized gain on investments. . . . . .       34,689        41,155
Net change in unrealized appreciation
   on investments . . . . . . . . . . . . .     (121,104)       51,301
                                             ------------  ------------

Net increase (decrease) from operations . .      (26,851)      168,300
                                             ------------  ------------

DISTRIBUTIONS TO SHAREHOLDERS
(NOTE 2):

From net investment income. . . . . . . . .      (65,659)      (77,682)
From net realized gain on investments . . .      (40,247)         (763)
                                             ------------  ------------

Total distributions to shareholders . . . .     (105,906)      (78,445)
                                             ------------  ------------

CAPITAL STOCK ISSUED
 AND REPURCHASED:

Net increase (decrease) from capital share
   transactions (Note 5). . . . . . . . . .     (585,984)      313,535
                                             ------------  ------------

Net increase (decrease) in net assets . . .     (718,741)      403,390

NET ASSETS:

Beginning of year . . . . . . . . . . . . .    1,748,671     1,345,281
                                             ------------  ------------

END OF YEAR (including undistributed
    net investment income of $12,552
    and $16,515, respectively). . . . . . .  $ 1,029,930   $ 1,748,671
                                             ============  ============
</TABLE>




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

8
<PAGE>


FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>




                                             FOR THE     FOR THE     FOR THE      FOR THE      FOR THE     FOR THE
                                               YEAR        YEAR        YEAR      TEN MONTHS      YEAR        YEAR
                                              ENDED       ENDED       ENDED        ENDED        ENDED       ENDED
                                             10/31/99    10/31/98    10/31/97     10/31/96     12/31/95    12/31/94
                                            ----------  ----------  ----------  ------------  ----------  ----------

Per share data (for a share outstanding
throughout each period):
<S>                                         <C>         <C>         <C>         <C>           <C>         <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . .  $   11.06   $   10.41   $   10.13   $     10.51   $    9.11   $    9.95
                                            ----------  ----------  ----------  ------------  ----------  ----------

Income from investment operations:
   Net investment income*. . . . . . . . .      0.567       0.531       0.580         0.497       0.582       0.262
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . .     (0.802)      0.692       0.355        (0.532)      1.393      (0.841)
                                            ----------  ----------  ----------  ------------  ----------  ----------
Total from investment operations . . . . .     (0.235)      1.223       0.935        (0.035)      1.975      (0.579)
                                            ----------  ----------  ----------  ------------  ----------  ----------

Less distributions to shareholders:
   From net investment income. . . . . . .     (0.526)     (0.567)     (0.610)       (0.345)     (0.575)     (0.261)
   From net realized gain on investments .     (0.249)     (0.006)     (0.045)           --          --          --
                                            ----------  ----------  ----------  ------------  ----------  ----------

Total distributions to shareholders. . . .     (0.775)     (0.573)     (0.655)       (0.345)     (0.575)     (0.261)
                                            ----------  ----------  ----------  ------------  ----------  ----------

NET ASSET VALUE - END OF PERIOD. . . . . .  $   10.05   $   11.06   $   10.41   $     10.13   $   10.51   $    9.11
                                            ==========  ==========  ==========  ============  ==========  ==========

Total return 1 . . . . . . . . . . . . . .     (2.21%)      12.15%       9.73%       (0.18%)      22.09%     (5.83%)

Ratios (to average net assets)
/Supplemental Data:
Expenses*. . . . . . . . . . . . . . . . .       0.85%       0.85%       0.85%       0.85%2        0.85%       0.85%
Net investment income* . . . . . . . . . .       5.01%       5.25%       5.82%       5.98%2        6.13%       6.22%

Portfolio turnover . . . . . . . . . . . .         29%         20%         51%            5%          6%          1%

NET ASSETS - END OF PERIOD (000's omitted)  $   1,030   $   1,749   $   1,345   $     1,098   $   1,159   $     748
                                            ==========  ==========  ==========  ============  ==========  ==========

</TABLE>



* The investment advisor did not impose its management fee and paid a portion of
the Series' expenses. If these expenses had been incurred by the Series, and had
1994 and 1996 expenses been limited to that allowed by state securities law, the
net  investment  income  per  share  and  the ratios would have been as follows:
<TABLE>
<CAPTION>



<S>                             <C>      <C>      <C>      <C>      <C>      <C>
Net investment income. . . . .  $0.308   $0.379   $0.437   $ 0.360  $0.429   $0.192
Ratios(to average net assets):
    Expenses . . . . . . . . .    2.87%    2.35%    2.28%   2.50%2    2.46%    2.50%
    Net investment income. . .    2.99%    3.75%    4.39%   4.33%2    4.52%    4.57%
</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
Flexible  Yield  Series  III  (the  "Series") is a no-load diversified series of
Exeter  Fund,  Inc.  (the  "Fund").  The  Fund  is  organized in Maryland and is
registered  under the Investment Company Act of 1940, as amended, as an open-end
management  investment  company.

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have been designated as Flexible Yield Series III Class A Common Stock.

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

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the series in the
Fund.

FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent  the  Series  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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

10
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.  SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

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  Series.

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

For the year ended October 31, 1999, the Series distributed $40,248 of long-term
capital  gains.

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

3.  TRANSACTIONS  WITH  AFFILIATES

The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor a fee, computed daily and payable monthly, at an annual rate of 0.50% of
the  Series'  average daily net assets.  The fee amounted to $5,939 for the year
ended  October  31,  1999.

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

The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more than 0.85% of average daily net assets each year.  Accordingly, the Advisor
did  not  impose  any  of its fee and paid expenses amounting to $18,094 for the
year  ended  October  31, 1999, which is reflected as a reduction of expenses on
the  Statement  of Operations.  The fee waiver and assumption of expenses by the
Advisor  is  voluntary  and  may  be  terminated  at  any  time.

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  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  $285  for  the  year  ended  October 31, 1999.

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  Series.

11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS


3.  TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.  PURCHASES  AND  SALES  OF  SECURITIES
Purchases  and  sales  of  United  States  Government  securities,  other  than
short-term  securities,  were  $337,345 and $796,145, respectively, for the year
ended  October  31,  1999.

5.  CAPITAL  STOCK  TRANSACTIONS
Transactions  in  shares of Flexible Yield Series III Class A Common Stock were:
<TABLE>
<CAPTION>



              FOR THE YEAR                      FOR THE YEAR
             ENDED 10/31/99                     ENDED 10/31/98
             ---------------                    ----------------
<S>          <C>              <C>               <C>       <C>
             Shares           Amount            Shares    Amount
             ---------------  ----------------  --------  ----------
Sold. . . .          25,257   $       275,582    64,913   $ 701,793
Reinvested.           9,895           103,502     6,198      65,259
Repurchased         (90,772)         (965,068)  (42,333)   (453,517)
             ---------------  ----------------  --------  ----------
Net change.         (55,620)  $      (585,984)   28,778   $ 313,535
             ===============  ================  ========  ==========
</TABLE>



The Advisor owned 13,079 shares on October 31, 1999 and 12,153 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
The Series 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  Series  on  October  31,  1999.


12
<PAGE>




REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,  Inc.
- -  Flexible  Yield  Series  III:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects,  the  financial  position  of the Exeter Fund, Inc.-Flexible
Yield  Series  III  (the  "Series")  at October 31, 1999, and the results of its
operations, changes in net assets and the financial highlights for the year then
ended,  in  conformity  with  generally  accepted  accounting  principles. These
financial  statements  and  financial  highlights  (hereafter  referred  to  as
"financial  statements")  are  the responsibility of the Series' management; our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999




13
<PAGE>
OTHER  INFORMATION

     CHANGE  OF  ACCOUNTANTS

On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).

14
<PAGE>
<PAGE>

Exeter  Fund,  Inc.
Tax  Managed  Series
Annual  Report
October  31,  1999

<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

DEAR  SHAREHOLDERS:

The  Tax  Managed  Series has provided shareholders with strong returns over the
past year through October 31, 1999, while remaining focused on the added goal of
minimizing  taxable  distributions.

The  U.S.  markets  have been anything but stable over the last six months, with
peaks  and  valleys  reflecting  growing  uncertainty  regarding  the  future
performance  of  the  economy and corporate earnings.  While stocks rose broadly
earlier this year and relatively undervalued sectors improved, the third quarter
experienced  almost  exactly  the  opposite  with  negative  returns across most
sectors  of  the  U.S.  equity market.  The Series has withstood this volatility
well,  as  a  result of the portfolio's focus on companies with strong strategic
positioning  in  their  industry,  stocks  benefiting from strengthening foreign
markets,  and  several  well-positioned  technology  stocks.

We  believe the risk in the U.S. stock market continues to build.  Rising energy
prices  and tight labor markets are two of the factors that are forcing costs to
go up in a number of industries this year.  With costs rising and most companies
lacking  true  pricing power, the inevitable result is a margin squeeze.  Add to
that  the  impact  of  rising  interest  rates  and the result is likely to be a
difficult  environment  for  high valuation (e.g., high price-to-earnings ratio)
stocks.  Given  this  environment,  we  have continued with our current focus on
stocks  with lower valuations, which we believe positions the portfolio well for
the future.  Likewise, in an effort to protect the portfolio from almost certain
earnings  disappointments  being  experienced  broadly  in  the  U.S.,  we  have
maintained  a  focus  on  companies  with  strong strategic positioning in their
industry  and/or  industries  near  the  bottom  of  their supply/demand cycles.

Beyond  being  able to make some stock purchases at prices considered attractive
by our investment disciplines, we were able to minimize taxable distributions by
the  Series through strategic, tax-driven security sales.  Specifically, we were
able  to  sell  some  of  the  portfolio's lagging holdings in order to generate
losses  and  help  offset  gains  taken in several highly appreciated technology
stocks,  thus  minimizing  the tax impact to the holders of the Series.  We will
continue  to utilize these management techniques in the future to lessen the tax
burden  of  equity  investments  to  the  shareholders.

As  always,  we  appreciate  the  opportunity  to  serve  you.

Sincerely,


EXETER  ASSET  MANAGEMENT


1
<PAGE>

MANAGEMENT  DISCUSSION  AND  ANALYSIS

<graphic>
<pie  chart>

Data  for  pie  chart  to  follow:

Portfolio  Composition  -  As  of  10/31/99

Chemicals  &  Allied  Products  -  16%
Crude  Petroleum  &  Natural  Gas  -  9%
Electronics  &  Electrical  Equipment  -  8%
Food  &  Kindred  Products  -  7%
Glass  Products  -  6%
Paper  &  Allied  Products  -  9%
Restaurants  -  5%
Software  -  6%
Technical  Instruments  &  Supplies  -  7%
Telecommunication  Services  -  4%
Transportation  -  9%
Miscellaneous*  -  14%

*  Miscellaneous  includes:
Air  Transportation
Computer  Equipment
Health  Services
Holding  Companies  -  Publishing
Manufacturing  -  Miscellaneous
Motion  Picture  Production
Cash,  short-term  investments,  and  other  assets,  less  liabilities


2
<PAGE>


PERFORMANCE  UPDATE  AS  OF  OCTOBER  31,  1999

Exeter  Fund,  Inc.  -  Tax  Managed  Series
<TABLE>
<CAPTION>



<S>          <C>                <C>          <C>
                                Total Return
Through.     Growth of $10,000               Average
10/31/99     Investment         Cumulative   Annual

One Year     $12,204            22.04%       22.04%
Inception 1  $18,129            81.29%       16.02%
</TABLE>




Standard  &  Poor's  500  Total  Return
<TABLE>
<CAPTION>



<S>         <C>                <C>         <C>
                               Total Return
Through.    Growth of $10,000              Average
10/31/99    Investment         Cumulative  Annual

One Year    $12,566             25.66%     25.66%
Inception 1 $25,127            151.27%     25.88%
</TABLE>





The  value  of  a  $10,000  investment  in  the  Exeter Fund, Inc. - Tax Managed
Series  from  its  inception  (11/1/95) to present (10/31/99) as compared to the
Standard  &  Poor's  (S&P)  500  Total  Return  Index.  2

<graphic>
<line  chart>

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




<S>       <C>                 <C>
          Exeter Fund, Inc.   Standard & Poor's 500
Date . .  Tax Managed Series  Total Return Index
11/01/95              10,000                 10,000
10/31/96              11,630                 12,408
10/31/97              15,200                 16,392
10/31/98              14,855                 19,996
10/31/99              18,129                 25,127
</TABLE>




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

2  The  Standard  &  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 the
Over-the-Counter  Market.  The  Index returns assume reinvestment of income and,
unlike  Fund  returns,  do  not  reflect  any  fees  or  expenses.

3
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999

<TABLE>
<CAPTION>



                                                                 VALUE
                                                      SHARES   (NOTE 2)
                                                      -------  ---------
COMMON STOCK - 98.36%
<S>                                                   <C>      <C>
AIR TRANSPORTATION - 1.61%
FDX Corp.* . . . . . . . . . . . . . . . . . . . . .      400  $ 17,225
                                                               ---------

CHEMICAL & ALLIED PRODUCTS - 15.82%
  BIOLOGICAL PRODUCTS - 3.53%
  Sigma-Aldrich Corp.. . . . . . . . . . . . . . . .    1,325  $ 37,763
                                                               ---------

  PHARMACEUTICAL PREPARATIONS - 10.49%
  Eli Lilly & Co.. . . . . . . . . . . . . . . . . .      200    13,775
  Johnson & Johnson. . . . . . . . . . . . . . . . .      175    18,331
  Mylan Laboratories, Inc. . . . . . . . . . . . . .      600    10,763
  Pharmacia & Upjohn, Inc. . . . . . . . . . . . . .      375    20,227
  Teva Pharmaceutical Industries Ltd. - ADR (Note 7)      600    29,025
  Warner - Lambert Co. . . . . . . . . . . . . . . .      250    19,953
                                                               ---------
                                                                112,074
                                                               ---------

  PLASTIC MATERIALS - 1.80%
  Eastman Chemical Co. . . . . . . . . . . . . . . .      500    19,281
                                                               ---------
                                                                169,118
                                                               ---------

COMPUTER EQUIPMENT - 3.18%
Bell & Howell Co.* . . . . . . . . . . . . . . . . .      600    16,875
Compaq Computer Corp.. . . . . . . . . . . . . . . .      900    17,100
                                                               ---------
                                                                 33,975
                                                               ---------

CRUDE PETROLEUM & NATURAL GAS - 8.69%
Gulf Canada Resources Ltd. - ADR* (Note 7) . . . . .   11,000    43,313
Petroleo Brasileiro S.A. (Petrobras) -
   ADR (Note 7). . . . . . . . . . . . . . . . . . .    3,100    49,548
                                                               ---------
                                                                 92,861
                                                               ---------

ELECTRONICS & ELECTRICAL EQUIPMENT - 7.71%
Koninklijke Philips Electronics NV-ADR (Note 7). . .      230    23,906
Motorola, Inc. . . . . . . . . . . . . . . . . . . .      600    58,463
                                                               ---------
                                                                 82,369
                                                               ---------

FOOD & KINDRED PRODUCTS - 6.95%
Bestfoods. . . . . . . . . . . . . . . . . . . . . .      700    41,125
Unilever plc - ADR (Note 7). . . . . . . . . . . . .      892    33,171
                                                               ---------
                                                                 74,296
                                                               ---------

GLASS PRODUCTS - 5.70%
Corning, Inc.. . . . . . . . . . . . . . . . . . . .      775    60,934
                                                               ---------

HEALTH SERVICES - 2.05%
Caremark Rx, Inc.* . . . . . . . . . . . . . . . . .    4,500    21,937
                                                               ---------
</TABLE>



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

4
<PAGE>

INVESTMENT  PORTFOLIO  -  OCTOBER  31,  1999
<TABLE>
<CAPTION>



                                                             VALUE
                                                   SHARES    (NOTE 2)
                                                  ---------  ---------
<S>                                               <C>        <C>
HOLDING COMPANIES - PUBLISHING - 1.83%
Reed International plc - ADR (Note 7). . . . . .        850  $ 19,550
                                                             ---------

MANUFACTURING - MISCELLANEOUS - 3.00%
Mattel, Inc. . . . . . . . . . . . . . . . . . .      2,400    32,100
                                                             ---------

MOTION PICTURE  PRODUCTION - 1.48%
News Corporation Ltd. - ADR (Note 7) . . . . . .        575    15,848
                                                             ---------

PAPER & ALLIED PRODUCTS - 9.23%
Fort James Corp. . . . . . . . . . . . . . . . .        740    19,471
International Paper Co.. . . . . . . . . . . . .        425    22,366
Kimberly-Clark Corp. . . . . . . . . . . . . . .        900    56,813
                                                             ---------
                                                               98,650
                                                             ---------

RESTAURANTS - 5.02%
McDonald's Corp. . . . . . . . . . . . . . . . .      1,300    53,625
                                                             ---------

SOFTWARE - 5.78%
Oracle Corp.*. . . . . . . . . . . . . . . . . .      1,300    61,831
                                                             ---------

TECHNICAL INSTRUMENTS & SUPPLIES - 7.02%
Eastman Kodak Co.. . . . . . . . . . . . . . . .        650    44,809
Millipore Corp.. . . . . . . . . . . . . . . . .        950    30,281
                                                             ---------
                                                               75,090
                                                             ---------
TELECOMMUNICATION SERVICES - 4.37%
Telecomunicacoes Brasileiras S.A. (Telebras) -
    ADR PFD (Note 7) . . . . . . . . . . . . . .        600    46,725
Telecomunicacoes Brasileiras S.A., (Telebras) -
    ADR (Note 7) . . . . . . . . . . . . . . . .        600        28
                                                             ---------
                                                               46,753
                                                             ---------

TRANSPORTATION - 8.92%
Burlington Northern Santa Fe Corp. . . . . . . .      1,000    31,875
Canadian National Railway Co. - ADR (Note 7) . .      1,250    38,125
The Boeing Co. . . . . . . . . . . . . . . . . .        550    25,334
                                                             ---------
                                                               95,334
                                                             ---------

TOTAL COMMON STOCK
   (Identified Cost  $834,412) . . . . . . . . .            1,051,496
                                                           -----------

SHORT-TERM INVESTMENTS - 0.08%
Dreyfus Treasury Cash Management Fund
   (Identified Cost  $878) . . . . . . . . . . .        878       878
                                                             ---------
</TABLE>



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

5
<PAGE>

Investment  Portfolio  -  October  31,  1999

<TABLE>
<CAPTION>



                                           Value
                                         (Note 2)
                                        -----------
<S>                                     <C>
TOTAL INVESTMENTS - 98.44%
(Identified Cost  $835,290). . . . . .  $1,052,374

OTHER ASSETS, LESS LIABILITIES - 1.56%      16,572
                                        -----------

NET ASSETS - 100%. . . . . . . . . . .  $1,068,946
                                        ===========

</TABLE>



*Non-income  producing  security

Federal  Tax  Information:

At  October  31,  1999, the net unrealized appreciation based on identified cost
for
federal  income  tax  purposes  of  $835,290  was  as  follows:

Unrealized  appreciation                    $      234,154

Unrealized  depreciation                           (17,070)
                                            ---------------

UNREALIZED  APPRECIATION  -  NET               $    217,084
                                               ============


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

6
<PAGE>


STATEMENT  OF  ASSETS  AND  LIABILITIES
<TABLE>
<CAPTION>




OCTOBER 31, 1999

ASSETS:
<S>                                                       <C>
Investments, at value (identified cost $835,290)(Note 2)  $1,052,374
Cash . . . . . . . . . . . . . . . . . . . . . . . . . .      28,876
Dividends receivable . . . . . . . . . . . . . . . . . .         115
Receivable from investment advisor (Note 3). . . . . . .      15,966
                                                          -----------

TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . .   1,097,331
                                                          -----------


LIABILITIES:

Accrued directors' fees (Note 3) . . . . . . . . . . . .       7,239
Transfer agent fees payable (Note 3) . . . . . . . . . .         229
Audit fee payable. . . . . . . . . . . . . . . . . . . .       9,255
Other payables and accrued expenses. . . . . . . . . . .      11,662
                                                          -----------

TOTAL LIABILITIES. . . . . . . . . . . . . . . . . . . .      28,385
                                                          -----------

NET ASSETS FOR 61,347 SHARES OUTSTANDING . . . . . . . .  $1,068,946
                                                          ===========


NET ASSETS CONSIST OF:

Capital stock. . . . . . . . . . . . . . . . . . . . . .  $      613
Additional paid-in-capital . . . . . . . . . . . . . . .     855,028
Undistributed net investment income. . . . . . . . . . .       5,246
Accumulated net realized loss on investments . . . . . .      (9,025)
Net unrealized appreciation on investments . . . . . . .     217,084
                                                          -----------

TOTAL NET ASSETS . . . . . . . . . . . . . . . . . . . .  $1,068,946
                                                          ===========

NET ASSET VALUE, OFFERING PRICE AND
   REDEMPTION PRICE PER SHARE - CLASS A
   ($1,068,946/61,347 shares). . . . . . . . . . . . . .  $    17.42
                                                          ===========
</TABLE>



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

7
<PAGE>



STATEMENT  OF  OPERATIONS
<TABLE>
<CAPTION>




FOR THE YEAR ENDED OCTOBER 31, 1999

INVESTMENT INCOME:
<S>                                                       <C>
Dividends (net of foreign tax withheld, $865). . . . . .  $ 13,844
Interest . . . . . . . . . . . . . . . . . . . . . . . .     2,311
                                                          ---------

Total Investment Income. . . . . . . . . . . . . . . . .    16,155
                                                          ---------


EXPENSES:

Management fees (Note 3) . . . . . . . . . . . . . . . .     9,555
Directors' fees (Note 3) . . . . . . . . . . . . . . . .     7,201
Transfer agent fees (Note 3) . . . . . . . . . . . . . .       229
Audit fee. . . . . . . . . . . . . . . . . . . . . . . .     9,919
Registration and filing fees . . . . . . . . . . . . . .     5,135
Miscellaneous. . . . . . . . . . . . . . . . . . . . . .     4,953
                                                          ---------

Total Expenses . . . . . . . . . . . . . . . . . . . . .    36,992

Less Reduction of Expenses (Note 3). . . . . . . . . . .   (25,520)
                                                          ---------

Net Expenses . . . . . . . . . . . . . . . . . . . . . .    11,472
                                                          ---------

NET INVESTMENT INCOME. . . . . . . . . . . . . . . . . .     4,683
                                                          ---------


REALIZED AND UNREALIZED GAIN (LOSS)
   ON INVESTMENTS:

Net realized loss on investments (identified cost basis)      (375)
Net change in unrealized appreciation on investments . .   164,611
                                                          ---------

NET REALIZED AND UNREALIZED GAIN (LOSS )
   ON INVESTMENTS. . . . . . . . . . . . . . . . . . . .   164,236
                                                          ---------

NET INCREASE IN NET ASSETS RESULTING
   FROM OPERATIONS . . . . . . . . . . . . . . . . . . .  $168,919
                                                          =========

</TABLE>




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

8
<PAGE>


STATEMENTS  OF  CHANGES  IN  NET  ASSETS
<TABLE>
<CAPTION>



                                                         FOR THE     FOR THE
                                                          YEAR         YEAR
                                                          ENDED       ENDED
                                                        10/31/99     10/31/98
                                                       -----------  ----------
INCREASE (DECREASE) IN NET ASSETS:

OPERATIONS:
<S>                                                    <C>          <C>
Net investment income . . . . . . . . . . . . . . . .  $    4,683   $   5,151
Net realized loss on investments. . . . . . . . . . .        (375)       (878)
Net change in unrealized appreciation on investments.     164,611     (37,135)
                                                       -----------  ----------

Net increase (decrease) from operations . . . . . . .     168,919     (32,862)
                                                       -----------  ----------

DISTRIBUTIONS TO SHAREHOLDERS (NOTE 2):

From net investment income. . . . . . . . . . . . . .      (7,164)         --
From net realized gain on investments . . . . . . . .      (3,302)    (14,205)
                                                       -----------  ----------

Total distributions to shareholders . . . . . . . . .     (10,466)    (14,205)
                                                       -----------  ----------

CAPITAL STOCK ISSUED AND
REPURCHASED:

Net increase from capital share transactions (Note 5)     138,747     294,616
                                                       -----------  ----------

Net increase in net assets. . . . . . . . . . . . . .     297,200     247,549

NET ASSETS:

Beginning of year . . . . . . . . . . . . . . . . . .     771,746     524,197
                                                       -----------  ----------

END OF YEAR (including undistributed net investment
   Income of $5,246 and $5,151, respectively) . . . .  $1,068,946   $ 771,746
                                                       ===========  ==========

</TABLE>




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

9
<PAGE>


FINANCIAL  HIGHLIGHTS
<TABLE>
<CAPTION>




                                                        FOR THE       FOR THE       FOR THE      FOR THE YEAR
                                                       YEAR ENDED    YEAR ENDED    YEAR ENDED       ENDED
                                                        10/31/99      10/31/98      10/31/97       10/31/96
                                                      ------------  ------------  ------------  --------------
Per share data (for a share outstanding throughout
Each period):
<S>                                                   <C>           <C>           <C>           <C>
NET ASSET VALUE - BEGINNING OF PERIOD. . . . . . . .  $     14.46   $     15.20   $     11.63   $       10.00
                                                      ------------  ------------  ------------  --------------

Income from investment operations:
   Net investment income (loss)* . . . . . . . . . .        0.122         0.097        (0.008)         (0.020)
   Net realized and unrealized gain (loss)
      on investments . . . . . . . . . . . . . . . .        3.032        (0.440)        3.578           1.650
                                                      ------------  ------------  ------------  --------------

Total from investment operations . . . . . . . . . .        3.154        (0.343)        3.570           1.630
                                                      ------------  ------------  ------------  --------------

Less distributions to shareholders:
   From net investment income. . . . . . . . . . . .       (0.133)           --            --              --
   From net realized gain on investments . . . . . .       (0.061)       (0.397)           --              --
                                                      ------------  ------------  ------------  --------------

Total distributions to shareholders. . . . . . . . .       (0.194)       (0.397)            --             --
                                                      ------------  ------------   -----------   -------------
NET ASSET VALUE - END OF PERIOD. . . . . . . . . . .  $     17.42   $     14.46   $     15.20   $       11.63
                                                      ============  ============  ============  ==============

Total return 1 . . . . . . . . . . . . . . . . . . .        22.04%       (2.27%)        30.70%          16.30%

Ratios (to average net assets) / Supplemental Data:
    Expenses*. . . . . . . . . . . . . . . . . . . .         1.20%         1.20%         1.20%           1.20%
    Net investment income (loss)*. . . . . . . . . .         0.49%         0.73%       (0.09%)         (0.21%)

Portfolio turnover . . . . . . . . . . . . . . . . .           85%           65%          103%             78%

NET ASSETS - END OF PERIOD (000's omitted) . . . . .  $     1,069   $       772   $       524   $         224
                                                      ============  ============  ============  ==============

</TABLE>



* The investment advisor did not impose its management fee and paid a portion of
the  Series'  expenses.  If  these expenses had been incurred by the Series, and
had  1996 expenses been limited to that allowed by state securities law, the net
investment  loss  per  share  and  the  ratios  would  have  been  as  follows:

<TABLE>
<CAPTION>



<S>                              <C>       <C>       <C>       <C>
Net investment loss              ($0.543)  ($0.431)  ($0.620)  ($0.144)

Ratios (to average net assets):
   Expenses                        3.87%    5.17%     8.08%     2.50%
   Net investment loss            (2.18%)  (3.24%)   (6.97%)   (1.51%)
</TABLE>

1  Represents aggregate total return for the period indicated.


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

10
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

1.     ORGANIZATION
Tax  Managed  Series  (the  "Series")  is a no-load diversified series of Exeter
Fund,  Inc.  (the  "Fund").  The Fund is organized in Maryland and is registered
under  the Investment Company Act of 1940, as amended, as an open-end management
investment  company.

The  Series 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 is
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 Fund consists of 1.7 billion shares of
common  stock  each  having a par value of $0.01.  As of October 31, 1999, 1,550
million  shares  have  been  designated  in total among 31 series, of which 37.5
million  have  been  designated  as  Tax  Managed  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  traded most extensively.
Securities  not traded on valuation date or securities not listed on an exchange
are  valued  at  the  latest  quoted  bid  price.

Debt securities, including government bonds and mortgage backed securities, will
normally  be  valued on the basis of evaluated bid prices provided by the Fund's
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 established 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  Fund  can be attributed to a specific series.  Expenses
which  cannot  be  directly  attributed  are apportioned among the Series in the
Fund.

     FEDERAL  INCOME  TAXES
The Series' policy is to comply with the provisions of the Internal Revenue Code
applicable  to  regulated  investment  companies.  The  Series is not subject to
federal  income  or  excise  tax  to  the  extent that the Series 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 Series uses the identified cost method for determining realized gain or loss
on  investments  for  both  financial statement and federal income tax reporting
purposes.

At  October 31, 1999, the Series, for federal income tax purposes, had a capital
loss  carryforward  of  $9,023,  which  will  expire  on  October  31,  2007.

11
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

2.     SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)
     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  Series.

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

For  the year ended October 31, 1999, the Series distributed $3,302 of long-term
capital  gains.

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


3.     TRANSACTIONS  WITH  AFFILIATES

The  Fund  has  an investment advisory agreement with Manning & Napier Advisors,
Inc., DBA Exeter Asset Management (the "Advisor"), for which the Series pays the
Advisor  a fee, computed daily and payable monthly, at an annual rate of 1.0% of
the  Series'  average daily net assets.  The fee amounted to $9,555 for the year
ended  October  31,  1999.

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

The Advisor has voluntarily agreed to waive its fee and, if necessary, pay other
expenses  of the Series in order to maintain total expenses for the Series at no
more  than 1.2% of average daily net assets each year.  Accordingly, the Advisor
did  not  impose  any  of its fee and paid expenses amounting to $15,965 for the
year  ended  October  31, 1999, which is reflected as a reduction of expenses on
the  Statement  of Operations.  The fee waiver and assumption of expenses by the
Advisor  is  voluntary  and  may  be  terminated  at  any  time.

The Advisor also acts as the transfer, dividend paying and shareholder servicing
agent  for  the  Fund.  For  these  services,  the  Series  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  $229  for  the  year  ended  October 31, 1999.

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  Series.
12
<PAGE>

NOTES  TO  FINANCIAL  STATEMENTS

3.     TRANSACTIONS  WITH  AFFILIATES  (CONTINUED)

The  compensation  of  the  non-affiliated Directors totaled $7,201 for the year
ended  October  31,  1999.

4.     PURCHASES  AND  SALES  OF  SECURITIES
For  the  year  ended October 31, 1999, purchases and sales of securities, other
than  United  States  Government  securities  and  short-term  securities,  were
$917,517  and  $775,312,  respectively.




5.   CAPITAL STOCK TRANSACTIONS
Transactions in shares of Tax Managed Series Class A Common Stock were:
<TABLE>
<CAPTION>



              For the Year                       For the Year
             Ended 10/31/99                      Ended 10/31/98
             ---------------                     ----------------
<S>          <C>              <C>               <C>       <C>
             Shares           Amount            Shares    Amount
             ---------------  ----------------  --------  ----------
Sold. . . .          31,500   $       526,082    33,205   $ 509,255
Reinvested.             703            10,466       962      13,996
Repurchased         (24,220)         (397,801)  (15,294)   (228,635)
             ---------------  ----------------  --------  ----------
Net change.           7,983   $       138,747    18,873   $ 294,616
             ===============  ================  ========  ==========
</TABLE>



The Advisor owned 22,907 shares on October 31, 1999 and 12,841 shares on October
31,  1998.

6.     FINANCIAL  INSTRUMENTS
     The  Series  may trade in financial instruments with off-balance sheet risk
in  the normal course of its investing activities to assist in managing exposure
to  various  market risks.  These financial instruments include written options,
forward  foreign  currency  exchange  contracts,  and  futures contracts and may
involve,  to  a  varying  degree,  elements  of  risk  in  excess of the amounts
recognized  for  financial statement purposes.  No such investments were held by
the  Series  on  October  31,  1999.

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

13
<PAGE>




REPORT  OF  INDEPENDENT  ACCOUNTANTS


To  the  Board  of  Directors  and  Shareholders  of  Exeter  Fund,  Inc.
 -  Tax  Managed  Series:


In  our opinion, the accompanying statement of assets and liabilities, including
the  investment  portfolio,  and  the  related  statements  of operations and of
changes  in  net  assets  and  the  financial  highlights present fairly, in all
material  respects, the financial position of the Exeter Fund, Inc.- Tax Managed
Series  (the  "Series")  at October 31, 1999, and the results of its operations,
changes  in  net assets and the financial highlights for the year then ended, in
conformity  with  generally  accepted  accounting  principles.  These  financial
statements  and  financial  highlights  (hereafter  referred  to  as  "financial
statements")  are  the  responsibility  of  the  Series'  management;  our
responsibility  is  to express an opinion on these financial statements based on
our  audit.  We  conducted our audit of these financial statements in accordance
with  generally  accepted  auditing  standards,  which  require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements,  assessing  the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We  believe that our audit, which included confirmation of securities at October
31, 1999 by correspondence with the custodian and brokers, provides a reasonable
basis for the opinion expressed above. The financial statements of the Series as
of  October  31, 1998 and for the periods then ended, as indicated therein, were
audited  by  other  independent  accountants whose report dated December 4, 1998
expressed  an  unqualified  opinion  on  those  statements.




PRICEWATERHOUSECOOPERS  LLP
Boston,  Massachusetts
December  3,  1999


14
<PAGE>

OTHER  INFORMATION  (UNAUDITED)

CHANGE  OF  ACCOUNTANTS
On July 15, 1999, the Fund dismissed Deloitte & Touche LLP ("D&T") as the Fund's
independent  auditors  by  action  of  the  Fund's  Board  of Directors upon the
recommendation  of the Audit Committee of the Board.  D&T's reports of the funds
financial  statements  for  the  fiscal  years  ended October 31, 1998 and 1997,
contained no adverse opinion or disclaimer of opinion nor were they qualified or
modified  as  to  uncertainty, audit scope or accounting principles.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July  15,  1999,  (i) there were no
disagreements  with  D&T  on  any  matter of accounting principles or practices,
financial  statement  disclosure  or  auditing  scope  or  procedures,  which
disagreements,  if not resolved to the satisfaction of D&T, would have caused it
to  make reference to the subject matter of the disagreements in connection with
its  report  on  the Fund's financials statements for such years, and (ii) there
were  no  "reportable  events"  of  the  kind  described in Item 304(a)(1)(v) of
Regulations  S-K  under  the  Securities  Exchange  Act  of  1934,  as  amended.

On  July  15,  1999,  the  Fund  by  action  of  its Board of Directors upon the
recommendation  of  the  Audit  Committee  of  the  Board  engaged
PricewaterhouseCoopers  ("PwC")  as the independent auditors to audit the Fund's
financial  statements  for  the fiscal year ending October 31, 1999.  During the
Fund's  fiscal  years  ended  October  31, 1998 and 1997, and the interim period
commencing  November  1,  1998  and  ending  July 15, 1999, neither the Fund nor
anyone  on  its  behalf  has  consulted  PwC  on  items  which (i) concerned the
application  of  accounting  principles  to  a  specified  transaction,  whether
completed  or  proposed,  or the type of audit opinion that might be rendered on
the  Fund's financial statements or (ii) concerned the subject of a disagreement
(as defined in paragraph (a)(a)(iv) of Item 304 of Regulation S-X) or reportable
event  (as  described  in  paragraph  (a)(1)(v)  of  said  Item  304).


15
<PAGE>
<PAGE>
<PAGE>






[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  BLENDED  ASSET  SERIES  1
[NUMBER]                        11
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           26490920
[INVESTMENTS-AT-VALUE]          26210354
[RECEIVABLES]                   353543
[ASSETS-OTHER]                  21182
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  26585079
[PAYABLE-FOR-SECURITIES]        15842
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       54060
[TOTAL-LIABILITIES]             69902
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        25761635
[SHARES-COMMON-STOCK]           2395134
[SHARES-COMMON-PRIOR]           2785586
[ACCUMULATED-NII-CURRENT]       526915
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         507200
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (280573)
[NET-ASSETS]                    26515177
[DIVIDEND-INCOME]               232930
[INTEREST-INCOME]               1148625
[OTHER-INCOME]                  0
[EXPENSES-NET]                  386670
[NET-INVESTMENT-INCOME]         994885
[REALIZED-GAINS-CURRENT]        588481
[APPREC-INCREASE-CURRENT]       22061
[NET-CHANGE-FROM-OPS]           1605427
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       970289
[DISTRIBUTIONS-OF-GAINS]        1849031
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         724072
[NUMBER-OF-SHARES-REDEEMED]     1370353
[SHARES-REINVESTED]             255829
[NET-CHANGE-IN-ASSETS]          (5776040)
[ACCUMULATED-NII-PRIOR]         502925
[ACCUMULATED-GAINS-PRIOR]       1767144
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           322226
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 395713
[AVERAGE-NET-ASSETS]            31959484
[PER-SHARE-NAV-BEGIN]           11.59
[PER-SHARE-NII]                 0.383
[PER-SHARE-GAIN-APPREC]         0.217
[PER-SHARE-DIVIDEND]            0.344
[PER-SHARE-DISTRIBUTIONS]       0.776
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             11.07
[EXPENSE-RATIO]                 1.20
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  BLENDED  ASSET  SERIES  2
[NUMBER]                        12
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           66396955
[INVESTMENTS-AT-VALUE]          64318326
[RECEIVABLES]                   1085205
[ASSETS-OTHER]                  50516
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  65454047
[PAYABLE-FOR-SECURITIES]        47525
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       201776
[TOTAL-LIABILITIES]             249301
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        63161714
[SHARES-COMMON-STOCK]           5117865
[SHARES-COMMON-PRIOR]           5234961
[ACCUMULATED-NII-CURRENT]       873829
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         3247854
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (2078651)
[NET-ASSETS]                    65204746
[DIVIDEND-INCOME]               769604
[INTEREST-INCOME]               1759179
[OTHER-INCOME]                  0
[EXPENSES-NET]                  812535
[NET-INVESTMENT-INCOME]         1716248
[REALIZED-GAINS-CURRENT]        3482912
[APPREC-INCREASE-CURRENT]       1892935
[NET-CHANGE-FROM-OPS]           7092095
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       1640967
[DISTRIBUTIONS-OF-GAINS]        4195324
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         1929179
[NUMBER-OF-SHARES-REDEEMED]     2526247
[SHARES-REINVESTED]             479972
[NET-CHANGE-IN-ASSETS]          (768276)
[ACCUMULATED-NII-PRIOR]         798686
[ACCUMULATED-GAINS-PRIOR]       3960153
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           704085
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 812535
[AVERAGE-NET-ASSETS]            69927106
[PER-SHARE-NAV-BEGIN]           12.60
[PER-SHARE-NII]                 0.326
[PER-SHARE-GAIN-APPREC]         0.920
[PER-SHARE-DIVIDEND]            0.308
[PER-SHARE-DISTRIBUTIONS]       0.798
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             12.74
[EXPENSE-RATIO]                 1.15
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  FLEXIBLE  YIELD  SERIES  1
[NUMBER]                        13
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           1407839
[INVESTMENTS-AT-VALUE]          1380632
[RECEIVABLES]                   40530
[ASSETS-OTHER]                  0
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  1421162
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       27618
[TOTAL-LIABILITIES]             27618
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        1418452
[SHARES-COMMON-STOCK]           136704
[SHARES-COMMON-PRIOR]           108126
[ACCUMULATED-NII-CURRENT]       11784
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (9485)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (27207)
[NET-ASSETS]                    1393544
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               68062
[OTHER-INCOME]                  0
[EXPENSES-NET]                  9746
[NET-INVESTMENT-INCOME]         58316
[REALIZED-GAINS-CURRENT]        (8740)
[APPREC-INCREASE-CURRENT]       (41220)
[NET-CHANGE-FROM-OPS]           8356
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       54613
[DISTRIBUTIONS-OF-GAINS]        3806
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         102284
[NUMBER-OF-SHARES-REDEEMED]     79406
[SHARES-REINVESTED]             5700
[NET-CHANGE-IN-ASSETS]          249675
[ACCUMULATED-NII-PRIOR]         8180
[ACCUMULATED-GAINS-PRIOR]       2962
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           4873
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 32830
[AVERAGE-NET-ASSETS]            1398493
[PER-SHARE-NAV-BEGIN]           10.58
[PER-SHARE-NII]                 0.427
[PER-SHARE-GAIN-APPREC]         (0.367)
[PER-SHARE-DIVIDEND]            0.417
[PER-SHARE-DISTRIBUTIONS]       0.033
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.19
[EXPENSE-RATIO]                 0.70
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  FLEXIBLE  YIELD  SERIES  2
[NUMBER]                        14
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           552318
[INVESTMENTS-AT-VALUE]          553897
[RECEIVABLES]                   31624
[ASSETS-OTHER]                  20
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  585541
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       28100
[TOTAL-LIABILITIES]             28100
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        543368
[SHARES-COMMON-STOCK]           56899
[SHARES-COMMON-PRIOR]           66609
[ACCUMULATED-NII-CURRENT]       7796
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         4698
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        1579
[NET-ASSETS]                    557441
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               36989
[OTHER-INCOME]                  0
[EXPENSES-NET]                  4988
[NET-INVESTMENT-INCOME]         32001
[REALIZED-GAINS-CURRENT]        5625
[APPREC-INCREASE-CURRENT]       (44376)
[NET-CHANGE-FROM-OPS]           (6750)
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       32631
[DISTRIBUTIONS-OF-GAINS]        5048
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         5972
[NUMBER-OF-SHARES-REDEEMED]     19442
[SHARES-REINVESTED]             3760
[NET-CHANGE-IN-ASSETS]          (141888)
[ACCUMULATED-NII-PRIOR]         7807
[ACCUMULATED-GAINS-PRIOR]       4740
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           2805
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 29682
[AVERAGE-NET-ASSETS]            620366
[PER-SHARE-NAV-BEGIN]           10.50
[PER-SHARE-NII]                 0.541
[PER-SHARE-GAIN-APPREC]         (0.642)
[PER-SHARE-DIVIDEND]            0.522
[PER-SHARE-DISTRIBUTIONS]       0.077
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             9.80
[EXPENSE-RATIO]                 0.80
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  FLEXIBLE  YIELD  SERIES  3
[NUMBER]                        15
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           1007702
[INVESTMENTS-AT-VALUE]          1024491
[RECEIVABLES]                   33189
[ASSETS-OTHER]                  60
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  1057740
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       27810
[TOTAL-LIABILITIES]             27810
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        968030
[SHARES-COMMON-STOCK]           102432
[SHARES-COMMON-PRIOR]           158052
[ACCUMULATED-NII-CURRENT]       12552
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         32559
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        16789
[NET-ASSETS]                    1029930
[DIVIDEND-INCOME]               0
[INTEREST-INCOME]               69660
[OTHER-INCOME]                  0
[EXPENSES-NET]                  10096
[NET-INVESTMENT-INCOME]         59564
[REALIZED-GAINS-CURRENT]        34689
[APPREC-INCREASE-CURRENT]       (121104)
[NET-CHANGE-FROM-OPS]           (26851)
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       65659
[DISTRIBUTIONS-OF-GAINS]        40247
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         25257
[NUMBER-OF-SHARES-REDEEMED]     90772
[SHARES-REINVESTED]             9895
[NET-CHANGE-IN-ASSETS]          (718741)
[ACCUMULATED-NII-PRIOR]         16515
[ACCUMULATED-GAINS-PRIOR]       40249
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           5939
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 34129
[AVERAGE-NET-ASSETS]            1187316
[PER-SHARE-NAV-BEGIN]           11.06
[PER-SHARE-NII]                 0.567
[PER-SHARE-GAIN-APPREC]         (0.802)
[PER-SHARE-DIVIDEND]            0.526
[PER-SHARE-DISTRIBUTIONS]       0.249
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.05
[EXPENSE-RATIO]                 0.85
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  DEFENSIVE  SERIES
[NUMBER]                        2
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           4854535
[INVESTMENTS-AT-VALUE]          4781508
[RECEIVABLES]                   63346
[ASSETS-OTHER]                  7876
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  4852730
[PAYABLE-FOR-SECURITIES]        1201
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       14771
[TOTAL-LIABILITIES]             15972
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        4760974
[SHARES-COMMON-STOCK]           455382
[SHARES-COMMON-PRIOR]           528593
[ACCUMULATED-NII-CURRENT]       117154
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         31657
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        (73027)
[NET-ASSETS]                    4836758
[DIVIDEND-INCOME]               15215
[INTEREST-INCOME]               277924
[OTHER-INCOME]                  0
[EXPENSES-NET]                  57721
[NET-INVESTMENT-INCOME]         235418
[REALIZED-GAINS-CURRENT]        39396
[APPREC-INCREASE-CURRENT]       (154121)
[NET-CHANGE-FROM-OPS]           120693
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       212396
[DISTRIBUTIONS-OF-GAINS]        20762
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         149871
[NUMBER-OF-SHARES-REDEEMED]     245016
[SHARES-REINVESTED]             21934
[NET-CHANGE-IN-ASSETS]          (896401)
[ACCUMULATED-NII-PRIOR]         99985
[ACCUMULATED-GAINS-PRIOR]       7170
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           46160
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 90373
[AVERAGE-NET-ASSETS]            5725048
[PER-SHARE-NAV-BEGIN]           10.85
[PER-SHARE-NII]                 0.462
[PER-SHARE-GAIN-APPREC]         (0.275)
[PER-SHARE-DIVIDEND]            0.380
[PER-SHARE-DISTRIBUTIONS]       0.037
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             10.62
[EXPENSE-RATIO]                 1.00
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  MAXIMUM  HORIZON  SERIES
[NUMBER]                        5
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           20929377
[INVESTMENTS-AT-VALUE]          21161574
[RECEIVABLES]                   351464
[ASSETS-OTHER]                  71829
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  21584867
[PAYABLE-FOR-SECURITIES]        24986
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       45174
[TOTAL-LIABILITIES]             70160
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        19156108
[SHARES-COMMON-STOCK]           1501724
[SHARES-COMMON-PRIOR]           1546424
[ACCUMULATED-NII-CURRENT]       52108
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         2074302
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        232189
[NET-ASSETS]                    21514707
[DIVIDEND-INCOME]               303165
[INTEREST-INCOME]               164707
[OTHER-INCOME]                  0
[EXPENSES-NET]                  263399
[NET-INVESTMENT-INCOME]         204473
[REALIZED-GAINS-CURRENT]        2187613
[APPREC-INCREASE-CURRENT]       2706385
[NET-CHANGE-FROM-OPS]           5098471
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       344505
[DISTRIBUTIONS-OF-GAINS]        911021
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         498281
[NUMBER-OF-SHARES-REDEEMED]     648323
[SHARES-REINVESTED]             105342
[NET-CHANGE-IN-ASSETS]          2810150
[ACCUMULATED-NII-PRIOR]         107296
[ACCUMULATED-GAINS-PRIOR]       882554
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           219497
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 279993
[AVERAGE-NET-ASSETS]            21699307
[PER-SHARE-NAV-BEGIN]           12.10
[PER-SHARE-NII]                 0.181
[PER-SHARE-GAIN-APPREC]         3.056
[PER-SHARE-DIVIDEND]            0.215
[PER-SHARE-DISTRIBUTIONS]       0.792
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             14.33
[EXPENSE-RATIO]                 1.20
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0




[ARTICLE]                       6
[LEGEND]
[RESTATED]
[CIK]                           0000751173
[NAME]                          EXETER  FUND,  INC.
[SERIES]
[NAME]                          EXETER  FUND  TAX  MANAGED  SERIES
[NUMBER]                        8
[MULTIPLIER]                    1
[CURRENCY]                      1
[FISCAL-YEAR-END]               OCT-31-1999
[PERIOD-START]                  NOV-01-1998
[PERIOD-END]                    OCT-31-1999
[PERIOD-TYPE]                   1-YEAR
[EXCHANGE-RATE]                 1
[INVESTMENTS-AT-COST]           835290
[INVESTMENTS-AT-VALUE]          1052374
[RECEIVABLES]                   16081
[ASSETS-OTHER]                  28876
[OTHER-ITEMS-ASSETS]            0
[TOTAL-ASSETS]                  1097331
[PAYABLE-FOR-SECURITIES]        0
[SENIOR-LONG-TERM-DEBT]         0
[OTHER-ITEMS-LIABILITIES]       28385
[TOTAL-LIABILITIES]             28385
[SENIOR-EQUITY]                 0
[PAID-IN-CAPITAL-COMMON]        855641
[SHARES-COMMON-STOCK]           61347
[SHARES-COMMON-PRIOR]           53364
[ACCUMULATED-NII-CURRENT]       5246
[OVERDISTRIBUTION-NII]          0
[ACCUMULATED-NET-GAINS]         (9025)
[OVERDISTRIBUTION-GAINS]        0
[ACCUM-APPREC-OR-DEPREC]        217084
[NET-ASSETS]                    1068946
[DIVIDEND-INCOME]               13844
[INTEREST-INCOME]               2311
[OTHER-INCOME]                  0
[EXPENSES-NET]                  11472
[NET-INVESTMENT-INCOME]         4683
[REALIZED-GAINS-CURRENT]        (375)
[APPREC-INCREASE-CURRENT]       164611
[NET-CHANGE-FROM-OPS]           168919
[EQUALIZATION]                  0
[DISTRIBUTIONS-OF-INCOME]       7164
[DISTRIBUTIONS-OF-GAINS]        3302
[DISTRIBUTIONS-OTHER]           0
[NUMBER-OF-SHARES-SOLD]         31500
[NUMBER-OF-SHARES-REDEEMED]     24220
[SHARES-REINVESTED]             703
[NET-CHANGE-IN-ASSETS]          297200
[ACCUMULATED-NII-PRIOR]         5151
[ACCUMULATED-GAINS-PRIOR]       (880)
[OVERDISTRIB-NII-PRIOR]         0
[OVERDIST-NET-GAINS-PRIOR]      0
[GROSS-ADVISORY-FEES]           9555
[INTEREST-EXPENSE]              0
[GROSS-EXPENSE]                 36992
[AVERAGE-NET-ASSETS]            945330
[PER-SHARE-NAV-BEGIN]           14.46
[PER-SHARE-NII]                 0.122
[PER-SHARE-GAIN-APPREC]         3.032
[PER-SHARE-DIVIDEND]            0.133
[PER-SHARE-DISTRIBUTIONS]       0.061
[RETURNS-OF-CAPITAL]            0
[PER-SHARE-NAV-END]             17.42
[EXPENSE-RATIO]                 1.20
[AVG-DEBT-OUTSTANDING]          0
[AVG-DEBT-PER-SHARE]            0





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