EXHIBIT 4.2



                INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS' CONSENT

         We have issued our report dated  November 17, 2000 on the statements of
condition  and related  securities  portfolios  of Van Kampen Focus  Portfolios,
Series 264 as of November 17, 2000  contained in the  Registration  Statement on
Form S-6 and Prospectus. We consent to the use of our report in the Registration
Statement  and  Prospectus  and to the use of our name as it  appears  under the
caption "Other Matters-Independent Certified Public Accountants."

                                                              Grant Thornton LLP

Chicago, Illinois
November 17, 2000



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