EQUITY INCOME FUND SECOND EXCHANGE SERIES AT&T SHARES
485BPOS, EX-99.C1ACCTCONST, 2000-10-11
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                                                                     Exhibit 5.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

The Sponsors and Trustee of
Defined Asset Funds--Second Exchange Series AT&T Shares

We consent to the use in this Post-Effective Amendment No. 17 to Registration
Statement No. 2-87566 of our opinion dated September 9, 2000 appearing in the
Prospectus, which is part of such Registration Statement, and to the reference
to us under the heading "How The Fund Works--Auditors" in such Prospectus.

DELOITTE & TOUCHE LLP
New York, N.Y.
October 11, 2000



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