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Exhibit (j)(2)
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 27 to the registration statement on Form N-1A ("Registration
Statement") of our report dated July 18, 2000, relating to the financial
statements and financial highlights which appear in the May 31, 2000 Annual
Report to Shareholders of Prime Money Market Fund, Government Money Market Fund,
Tax-Exempt Money Market Fund, Growth & Income Fund, Equity Income Fund, Equity
Growth Fund, International Equity Fund, Diversified Real Estate Fund, Limited
Maturity Bond Fund, Total Return Bond Fund, Maryland Tax-Exempt Bond Fund,
Intermediate Tax-Exempt Bond Fund, and National Tax-Exempt Bond Fund (comprising
M.S.D.&T. Funds, Inc.), which are also incorporated by reference into the
Registration Statement. We also consent to the references to us under the
headings "Financial Highlights", "Independent Accountants" and "Financial
Statements" in such Registration Statement.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
August 30, 2000
