<PAGE>

                                    FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                     ANNUAL REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For Fiscal Year Ended                                   December 31, 2001
.................................................................................

Commission file number                                  001-08642
.................................................................................

          The Equity Investor Fund, First Exchange Series - AT&T Shares
.................................................................................
             (Exact name of registrant as specified in its charter)


          New York                                13-6824382
.................................................................................
(State or other jurisdiction                      (I.R.S. Employer
of incorporation)                                 Identification No.)

Merrill Lynch, Pierce, Fenner                     Prudential Securities
& Smith Incorporated                                Incorporated
P.O. Box 9051                                     One Seaport Plaza
Princeton, New Jersey  08543-9051                 199 Water Street
                                                  New York, New York  10292

Morgan Stanley Dean Witter                        Smith Barney Inc.
75 Varick Street                                  388 Greenwich Street
New York, New York  10013                         New York, New York  10013
.................................................................................
             (Addresses of principal executive offices of Sponsors)


         The Bank of New York, 101 Barclay Street, New York, N.Y. 10286
.................................................................................
               (Address of principal executive offices of Trustee)


                                 (212) 815-2887
.................................................................................
                (Trustee's telephone number, including area code)
<PAGE>
Securities registered pursuant to Section 12(b) of the Act:

                                                NAME OF EACH EXCHANGE
TITLE OF EACH CLASS                             ON WHICH REGISTERED
-------------------                             ---------------------

Units of Beneficial Interest                    American Stock
  in The Equity Investor Fund,                    Exchange, Inc.
  First Exchange Series -
  AT&T Shares                                   Pacific Stock Exchange,
                                                 Incorporated

Securities registered pursuant to Section 12(g) of the Act: None

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  _X_  No __.

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X.

      The aggregate market value of units of beneficial interest held of record
on the books of the Trustee by non-affiliates of the registrant as of December
31, 2001 was $1,257,263,094.92.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant is not applicable.
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

      The Equity Investor Fund, First Exchange Series - AT&T Shares (the "Fund")
was formed in 1983 as a unit investment trust under New York law and in
accordance with the Investment Company Act of 1940 by a trust indenture among
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley Dean Witter,
Prudential Securities Incorporated and Smith Barney Inc. as Sponsors and The
Bank of New York as Trustee.

      The Fund was formed for the purpose of permitting an investor in common
shares of the predivestiture American Telephone and Telegraph Company ("AT&T")
to hold an investment in AT&T and the seven regional holding companies created
pursuant to the AT&T Plan of Reorganization in the form of units of beneficial
interest (the "Units") of the Fund, which consists solely of shares of AT&T
common stock and those securities which are distributed to holders of such AT&T
common stock pursuant to the reorganization. The Fund is not sponsored by, or
affiliated with, AT&T or any of the regional holding companies.

ITEM 2. PROPERTIES.

      The Fund owns no physical properties.

ITEM 3. LEGAL PROCEEDINGS.

      None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

      None.



                                      -1-
<PAGE>
                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

(a)

      (i)  MARKET INFORMATION

      The principal United States markets in which Units of the Fund are traded
are the American Stock Exchange, Inc. and the Pacific Stock Exchange,
Incorporated.

      The following are the high and low sale prices of Units of the Fund during
each quarter for the last two fiscal years in which the Units were traded on the
American Stock Exchange, Inc., which was the principal exchange market for the
Units:

<TABLE>
<CAPTION>
                              HIGH SALE          LOW SALE
QUARTER ENDED                   PRICE              PRICE
-------------                   -----              -----
<S>                           <C>                <C>
March 31, 2000                $204.750           $170.500
June 30, 2000                  209.000            171.000
September 30, 2000             182.000            147.250
December 31, 2000              173.000            135.880

March 31, 2001                $155.310           $124.300
June 30, 2001                  137.600            120.310
September 30, 2001             133.300            117.510
December 31, 2001              132.400            113.700
</TABLE>


      (ii)  HOLDERS

      There were 3,682 record holders of Units of the Fund on the books of the
Trustee on December 31, 2001, eighty-nine and sixty-six hundredths of a percent
(89.66%) of such Units were held of record by Cede & Co., a nominee of the
Depository Trust Company, for certain of its participants on that date.


                                      -2-
<PAGE>
      (iii) DIVIDENDS

      The following are the cash distributions which were paid to holders of
Units of the Fund during the last two fiscal years:

<TABLE>
<CAPTION>
[DISTRIBUTION DATE 2000       RATE PER UNIT          TOTAL DISTRIBUTION]
-----------------------       -------------          -------------------
<S>                           <C>                    <C>
January 1, 2000                  $ .252                 $ 3,288,178.40
February 1, 2000                 $ .252                 $ 3,279,899.70
March 1, 2000                    $ .252                 $ 3,255,480.14
April 1, 2000                    $ .252                 $ 3,234,892.75
May 1, 2000                      $ .256                 $ 3,276,716.29
June 1, 2000                     $ .256                 $ 3,228,059.65
July 1, 2000                     $ .256                 $ 3,213,925.89
August 1, 2000                   $ .241                 $ 3,021,712.95
September 1, 2000                $ .240                 $ 2,981,842.32
October 1, 2000                  $ .240                 $ 2,948,350.80
November 1, 2000                 $ .240                 $ 2,936,429.04
December 1, 2000                 $ .240                 $ 2,892,541.68

     TOTALS                      $2.977                 $37,558,029.61
</TABLE>

<TABLE>
<CAPTION>
DISTRIBUTION DATE 2001        RATE PER UNIT          TOTAL DISTRIBUTION
----------------------        -------------          ------------------
<S>                           <C>                    <C>
January 1, 2001                 $ .240                  $ 2,875,996.32
February 1, 2001                  .203                    2,419,725.49
March 1, 2001                     .203                    2,386,311.69
April 1, 2001                     .203                    2,375,065.29
May 1, 2001                       .204                    2,373,557.34
June 1, 2001                      .205                    2,355,480.55
July 1, 2001                      .205                    2,335,871.89
August 1, 2001                    .205                    2,329,723.94
September 1, 2001                 .202                    2,269,882.89
October 1, 2001                   .202                    2,244,259.39
November 1, 2001                  .202                    2,221,694.17
December 1, 2001                  .202                    2,200,995.43

     TOTALS                     $2.476                  $28,388,564.39
</TABLE>

(b) If required pursuant to Rule 463 of the Securities Act of 1933, furnish the
information required by Item 701(f) of Regulation S-K.

      Not Applicable.


                                      -3-
<PAGE>
      ITEM 6. SELECTED FINANCIAL DATA.


                             SELECTED FINANCIAL DATA
          (in thousands except for outstanding Units and Per Unit Data)

<TABLE>
<CAPTION>
                              1997             1998             1999             2000                2001
                              ----             ----             ----             ----                ----
<S>                      <C>              <C>              <C>              <C>                <C>
Net investment
income                   $    41,961      $    40,561      $    38,581      $     36,438       $     28,074

Net realized
and unrealized
gain (loss)
on investments           $   542,775      $   895,796      $   283,141      $   (743,026)         ($245,323)

Net increase
(decrease) in net
assets resulting
from operations          $   584,736      $   936,357      $   321,722      $   (706,589)         ($217,248)

Total distribu-
tions to
Unit holders             $    42,211      $    40,229      $    55,569      $    101,194       $     27,696

Net assets at
end of year              $ 1,735,234      $ 2,513,292      $ 2,653,576      $  1,660,407       $  1,257,513

Units outstand-
ing at end
of year                   14,505,395       13,657,832       13,016,125        11,925,002         10,715,112

Per Unit Data:
  Income distribu-
  tions during year      $      2.79      $      2.85      $      2.99      $       2.97       $       2.44

  Principal distri-
  butions during
  year                   $      0.00      $      0.00      $      1.18      $       5.16       $       0.00

  Net asset value
  at end of year         $    119.63      $    184.02      $    203.87      $     139.24       $     117.36
</TABLE>


      ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS.

            The Fund, as a non-managed unit investment trust, has no officers or
      directors. The Trustees and Sponsors of the Fund are named in Item 1.

            The Fund had net investment income of $28.1 million and net realized
      and unrealized loss on investments of $245.3 million for the year 2001 as
      compared with net investment income of $36.4 million and net realized and
      unrealized loss on


                                      -4-
<PAGE>
      investments of $743 million for the year 2000 and net investment income of
      $38.6 million and net realized and unrealized gain on investments of
      $283.1 million for the year 1999.

            The net decrease in net assets resulting from operations for the
      year 2001 was $217.2 million as compared to a net decrease of $706.6
      million for the year 2000 and a net increase of $321.7 million for the
      year 1999. The decrease in net assets resulting from operations of $217.2
      million for the year 2001 was substantially the result of realized and
      unrealized losses on investments. The net decrease in net assets resulting
      from operations of $706.6 for the year 2000 was the result of realized and
      unrealized losses on investments.

            Income distributions accrued per Unit during each year amounted to
      $2.44 for the year ended December 31, 2001 as compared to $2.97 for the
      year ended December 31, 2000. The income distribution per Unit for the
      year ended December 31, 1999 was $2.99.

            No principal distributions accrued during the year ended December
      31, 2001 as compared to $5.16 for the year ended December 31, 2000. The
      principal distributions per Unit for the year ended December 31, 1999 was
      $1.18.

            The per Unit net asset value was $117.36 at December 31, 2001,
      $139.24 at December 31, 2000 and $203.87 at December 31, 1999. The per
      Unit net asset value decreased $21.88 from 2000 to 2001 and decreased
      $64.63 from 1999 to 2000.

            There were 10,715,112 Units outstanding as of December 31, 2001,
      11,925,002 Units outstanding as of December 31, 2000 and 13,016,125 Units
      outstanding as of December 31, 1999. There was a decrease of 1,209,890
      Units during fiscal year 2001, a decrease of 1,091,123 Units during fiscal
      year 2000 and a decrease of 641,707 Units during fiscal year 1999 as a
      result of redemptions.

      ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

            Not Applicable

      ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

            See following pages 6 through 13.

      ITEM 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.

            None.


                                      -5-
<PAGE>


INDEPENDENT ACCOUNTANTS' REPORT


The Sponsors, Trustee and Holders
  of The Equity Investor Fund,
  First Exchange Series - AT&T Shares:

We have audited the accompanying statements of condition of The Equity Investor
Fund, First Exchange Series - AT&T Shares as of December 31, 2001 and 2000 and
the related statements of operations and of changes in net assets for the years
ended December 31, 2001, 2000 and 1999. These financial statements are the
responsibility of the Trustee. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. These standards 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. Securities owned at December 31, 2001 and 2000 were confirmed to us
by The Bank of New York, the Trustee. An audit also includes assessing the
accounting principles used and significant estimates made by the Trustee, as
well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Equity Investor Fund, First
Exchange Series - AT&T Shares at December 31, 2001 and 2000 and the results of
its operations and changes in its net assets for the above-stated years in
conformity with accounting principles generally accepted in the United States of
America.

Deloitte & Touche LLP
New York, NY
February 5, 2002


                                       6
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

STATEMENTS OF CONDITION


<TABLE>
<CAPTION>
                                                                                           December 31,
                                                                                   2001                 2000
<S>                                                                           <C>                 <C>
TRUST PROPERTY:
  Investment in marketable securities - at market value (Notes 1 and 2):
    2000 cost - $245,133,596 ...........................................                          $1,660,498,880
    2001 cost - $220,217,098 ...........................................      $1,257,263,095
  Dividends receivable .................................................             617,033             659,840
  Cash .................................................................           1,949,552           2,377,773
                                                                              --------------      --------------
            Total ......................................................       1,259,829,680       1,663,536,493
                                                                              --------------      --------------
LESS LIABILITIES:
  Distribution payable (Note 3) ........................................           2,183,629           2,875,996
  Redemption payable ...................................................              18,714              81,485
  Accrued expenses .....................................................             114,122             172,131
                                                                              --------------      --------------
            Total ......................................................           2,316,465           3,129,612
                                                                              --------------      --------------
TOTAL TRUST PROPERTY ...................................................      $1,257,513,215      $1,660,406,881
                                                                              ==============      ==============

NET ASSETS, REPRESENTED BY:
  Units of fractional undivided interest outstanding:

    2000 - 11,925,002 (Note 6) .........................................                          $1,660,334,222
    2001 - 10,715,112 (Note 6) .........................................      $1,257,329,636
  Undistributed net investment income ..................................             183,579              72,659
                                                                              --------------      --------------
NET ASSETS .............................................................      $1,257,513,215      $1,660,406,881
                                                                              ==============      ==============
UNIT VALUE:
  2000 - $1,660,406,881/11,925,002 units ...............................                          $       139.24
  2001 - $1,257,513,215/10,715,112 units ...............................      $       117.36      ==============
                                                                              ==============
</TABLE>


                       See Notes to Financial Statements.


                                       7
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                                                Years Ended December 31,
                                                    2001                2000                 1999
<S>                                            <C>                 <C>                 <C>
INVESTMENT INCOME:
  Dividend income .......................      $  28,446,660       $  36,845,792       $  39,152,924
  Trustee's fees and expenses ...........           (325,466)           (374,174)           (547,080)
  Sponsors' fees ........................            (46,903)            (34,001)            (24,515)
                                               -------------       -------------       -------------
  Net investment income .................         28,074,291          36,437,617          38,581,329
                                               -------------       -------------       -------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
  INVESTMENTS:
  Realized gain on securities sold ......        132,996,707         226,865,268         127,737,243
  Unrealized appreciation (depreciation)
    of investments ......................       (378,319,287)       (969,891,857)        155,403,265
                                               -------------       -------------       -------------
  Net realized and unrealized gain (loss)
    on investments ......................       (245,322,580)       (743,026,589)        283,140,508
                                               -------------       -------------       -------------
NET INCREASE (DECREASE) IN NET ASSETS
  RESULTING FROM OPERATIONS .............      $(217,248,289)      $(706,588,972)      $ 321,721,837
                                               =============       =============       =============
</TABLE>



                       See Notes to Financial Statements.


                                       8
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

STATEMENTS OF CHANGES IN NET ASSETS


<TABLE>
<CAPTION>
                                                                    Years Ended December 31,
                                                        2001                 2000                1999
<S>                                              <C>                  <C>                  <C>
OPERATIONS:
  Net investment income ...................      $   28,074,291       $   36,437,617       $   38,581,329
  Realized gain on securities sold ........         132,996,707          226,865,268          127,737,243
  Unrealized appreciation (depreciation) of
    investments ...........................        (378,319,287)        (969,891,857)         155,403,265
                                                 --------------       --------------       --------------
  Net increase (decrease) in net assets
    resulting from operations .............        (217,248,289)        (706,588,972)         321,721,837
                                                 --------------       --------------       --------------
DISTRIBUTIONS TO HOLDERS (Note 3):
  Income ..................................         (27,696,198)         (37,145,849)         (39,819,444)
  Principal ...............................                              (64,048,371)         (15,749,174)
                                                 --------------       --------------       --------------
  Total distributions .....................         (27,696,198)        (101,194,220)         (55,568,618)
                                                 --------------       --------------       --------------
CAPITAL SHARE TRANSACTIONS:
  Redemptions of 1,209,890, 1,091,123 and
    641,707 units, respectively (Note 5) ..        (157,949,179)        (185,386,202)        (125,868,510)
                                                 --------------       --------------       --------------
NET INCREASE (DECREASE) IN NET ASSETS .....        (402,893,666)        (993,169,394)         140,284,709

NET ASSETS AT BEGINNING OF YEAR ...........       1,660,406,881        2,653,576,275        2,513,291,566
                                                 --------------       --------------       --------------
NET ASSETS AT END OF YEAR .................      $1,257,513,215       $1,660,406,881       $2,653,576,275
                                                 ==============       ==============       ==============

PER UNIT:
  Income distributions during year ........      $         2.44       $         2.97       $         2.99
                                                 ==============       ==============       ==============
  Principal distributions during year .....                           $         5.16       $         1.18
                                                                      ==============       ==============
  Net asset value at end of year ..........      $       117.36       $       139.24       $       203.87
                                                 ==============       ==============       ==============
UNITS OUTSTANDING AT END OF YEAR ..........          10,715,112           11,925,002           13,016,125
                                                 ==============       ==============       ==============
</TABLE>


                       See Notes to Financial Statements.


                                       9
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

NOTES TO FINANCIAL STATEMENTS

1.    SIGNIFICANT ACCOUNTING POLICIES

      The Fund is registered under the Investment Company Act of 1940 as a Unit
      Investment Trust. A summary of the significant accounting policies, which
      are in conformity with accounting principles generally accepted in the
      United States of America, followed by the Fund in the preparation of its
      financial statements since July 7, 1983, its initial date of deposit, is
      as follows:

      (a)   Securities are stated at market value based on the last sales price
            reported at the close of business on the New York Stock Exchange.
            Substantially all of the aggregate cost of securities represents the
            market value of the shares of common stock of American Telephone and
            Telegraph Company (AT&T) on the days the shares were exchanged for
            units of the Fund; such aggregate cost was subsequently allocated
            among the portfolio holdings in shares of AT&T and the seven
            regional holding companies following their divestiture by AT&T in
            accordance with its Plan of Reorganization. Realized gains or losses
            on sales of securities are determined using the average cost basis.

      (b)   The Fund is not subject to income taxes. Accordingly, no provision
            for such taxes is required.

      (c)   Dividend income has been recognized on the ex-dividend date.

2.    MARKETABLE SECURITIES, AT DECEMBER 31, 2001:


<TABLE>
<CAPTION>
                                        Total                               Market
       Name of Issuer                  Shares              Cost              Value
<S>                                  <C>             <C>               <C>
       AT&T                           6,537,190      $ 39,780,412      $  118,584,627
       AT&T Wireless                  2,103,991        11,444,524          30,234,351
       Avaya                            380,141         1,032,552           4,618,713
       BellSouth Corporation          6,332,497        25,495,141         241,584,760
       Lucent Technologies            4,560,629        17,827,459          28,686,356
       NCR Corp.                        219,985         2,349,296           8,108,647
       Qwest Communications           2,500,091        12,313,955          35,326,286
       SBC Communications Inc.       11,835,941        56,349,616         463,613,809
       Verizon Communications         4,975,978        45,689,349         236,159,916
       Vodafone Airtouch              3,518,132         7,934,794          90,345,630
                                                     ------------      --------------
                                                     $220,217,098      $1,257,263,095
                                                     ============      ==============
</TABLE>


MARKETABLE SECURITIES, AT DECEMBER 31, 2000:


<TABLE>
<CAPTION>
                                        Total                                Market
       Name of Issuer                   Shares             Cost               Value
<S>                                   <C>             <C>               <C>
       AT&T                            7,276,567      $ 57,016,128      $  125,975,567
       Avaya Inc.                        423,041         1,149,238           4,362,600
       BellSouth Corporation           7,048,697        28,374,265         288,556,034
       Lucent Technologies             5,076,382        19,838,896          68,531,157
       NCR Corp.                         244,755         2,613,840          12,023,589
       Qwest Communications            2,782,753        13,707,478         114,092,873
       SBC Communications Inc.        13,174,639        62,748,592         629,089,012
       Verizon Communications          5,538,715        50,855,274         277,628,089
       Vodafone Airtouch               3,915,950         8,829,885         140,239,959
                                                      ------------      --------------
                                                      $245,133,596      $1,660,498,880
                                                      ============      ==============
</TABLE>



                                       10
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

NOTES TO FINANCIAL STATEMENTS


3.    DISTRIBUTIONS

      Any monthly distributions to Holders, who have not elected to participate
      in the Fund's Reinvestment Plan, are made on or about the first day of
      each month. The income distribution payable at December 31, 2001 and 2000
      to holders of record at December 15, 2001 and December 15, 2000 was at the
      rate of $.202 and $.240 per unit, respectively.

4.    REINVESTMENT PLAN

      Holders could reinvest any distributions in the Fund prior to April 1,
      1984, or in certain subsequent series of The Equity Income Fund after
      March 31, 1984, by executing an appropriate notice of election to
      participate in the Fund's Reinvestment Plan. The Sponsors (Merrill Lynch,
      Pierce, Fenner & Smith Incorporated, Morgan Stanley Dean Witter,
      Prudential Securities Incorporated and Smith Barney Inc.) may, in their
      sole discretion, cancel the Fund's Reinvestment Plan at any time.

5.    REDEMPTIONS

      Holders may request redemptions of units by presentation thereof to the
      Trustee, The Bank of New York. Redemptions of units are made in kind by
      the Trustee; fractional undivided interests are redeemed in cash. Under
      certain circumstances, Holders may request redemptions of units in cash.
      Units of the Fund are listed and traded on the American and Pacific Stock
      Exchanges.

6.    NET CAPITAL

<TABLE>
<CAPTION>
                                                    Years Ended December 31,
                                                   2001                 2000
<S>                                         <C>                   <C>
Cost at dates of deposit, including
  subsequent reinvested distributions,
  of remaining units outstanding            $   227,635,600       $  253,338,927

Less sales charge                                (3,414,531)          (3,800,080)
                                            ---------------       --------------
Net amount applicable to Holders                224,221,069          249,538,847
Redemptions of units - net cost
  units redeemed less redemption
  amounts                                    (1,057,806,039)        (925,441,810)
Principal distributions                         (79,797,545)         (79,797,545)
Realized gain on securities sold              1,133,666,154        1,000,669,446
Unrealized appreciation of
  investments                                 1,037,045,997        1,415,365,284
                                            ---------------       --------------
Net capital applicable to Holders           $ 1,257,329,636       $1,660,334,222
                                            ===============       ==============
</TABLE>



                                       11
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

NOTES TO FINANCIAL STATEMENTS


7.    INCOME TAXES

      All Fund items of income received, expenses paid, and realized gains and
      losses on securities sold are attributable to the Holders, on a pro rata
      basis, for Federal income tax purposes in accordance with the grantor
      trust rules of the United States Internal Revenue Code.

8.    QUARTERLY RESULTS OF OPERATIONS - UNAUDITED

      A summary of the Fund's 2001 and 2000 quarterly results of operations, in
      thousands of dollars, is as follows:

      Year Ended December 31, 2001

<TABLE>
<CAPTION>
                                         For the Quarter Ended
                                                                                    2001
                       March 31      June 30     September 30   December 31        Total
                       --------      -------     ------------   -----------        -----
<S>                   <C>            <C>         <C>            <C>              <C>
Net investment
  income              $  7,114       $  7,355       $ 6,718      $   6,888       $  28,075

Net realized
  and unrealized
  gain on
  investments          (82,514)       (77,355)       64,031       (149,485)       (245,323)
                      --------       --------       -------      ---------       ---------
Net increase
  in net assets
  resulting from
  operations          $(75,400)      $(70,000)      $70,749      $(142,597)      $(217,248)
                      ========       ========       =======      =========       =========
</TABLE>


     Year Ended December 31, 2000


<TABLE>
<CAPTION>
                                                  For the Quarter Ended
                                                                                         2000
                       March 31        June 30      September 30     December 31         Total
                       --------        -------      ------------     -----------         -----
<S>                   <C>             <C>           <C>              <C>              <C>
Net investment
  income              $   9,598       $  10,258       $   8,967       $   7,614       $  36,437

Net realized
  and unrealized
  loss on
  investments          (108,374)       (296,956)       (130,130)       (207,566)       (743,026)
                      ---------       ---------       ---------       ---------       ---------
Net decrease
  in net assets
  resulting from
  operations          $ (98,776)      $(286,698)      $(121,163)      $(199,952)      $(706,589)
                      =========       =========       =========       =========       =========
</TABLE>



                                       12
<PAGE>
THE EQUITY INVESTOR FUND,
FIRST EXCHANGE SERIES - AT&T SHARES

NOTES TO FINANCIAL STATEMENTS

9.    FINANCIAL HIGHLIGHTS


      Year Ended December 31

<TABLE>
<CAPTION>
                                            2001       2000        1999        1998         1997
<S>                                       <C>         <C>         <C>         <C>         <C>
Per Unit Operating Performance:
Net asset value, beginning of period      $139.24     $203.87     $184.02     $119.63     $ 83.10
                                          -------     -------     -------     -------     -------
Income from investment operations
Net investment income                        2.48        2.91        2.89        2.89        2.79

Net realized and unrealized gain
  (loss) on investments                    (21.66)     (59.50)      21.25       63.83       36.00
                                          -------     -------     -------     -------     -------
Total from investment operations           (19.18)     (56.59)      24.14       66.72       38.79

Less distributions                          (2.44)      (8.13)      (4.17)      (2.85)      (2.79)

Net capital share transactions              (0.26)       0.09       (0.12)        .52         .53
                                          -------     -------     -------     -------     -------
Net asset value, end of period            $117.36     $139.24     $203.87     $184.02     $119.63
                                          =======     =======     =======     =======     =======

Total Return:                              (14.73)%    (32.82)%     12.31%      47.06%      41.11%

Ratio to Average Net Assets:
Expenses                                     0.03%       0.02%       0.02%       0.03%       0.03%
Net investment income                        1.90%       1.69%       1.48%       2.04%       2.95%
</TABLE>



                                       13
<PAGE>


                                    PART III


      ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

            None.

      ITEM 11. EXECUTIVE COMPENSATION.

            None.

      ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

            None.

      ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            None.



                                      -14-
<PAGE>
                                     PART IV

      ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

                                                                            Page

      a. 1.1 -    Statements of Condition as of
                  December 31, 2000 and 2001 ......................... 7

         1.2 -    Statements of Operations for the years
                  ended December 31, 1999, December 31, 2000
                  and December 31, 2001 .............................. 8

         1.3 -    Statements of Changes in Net Assets for
                  the years ended December 31, 1999,
                  December 31, 2000 and December 31, 2001 ............ 9

         2   -    Financial schedules are not filed because of the absence of
                  conditions under which they are required or because the
                  required information, where material, is included in
                  the financial statements or the footnotes thereto.

      b.    None.

      c. 4.1 -    Form of Trust Indenture (incorporated by reference to Exhibit
                  1.1 to the Registration Statement of The Equity Income Fund,
                  First Exchange Series - AT&T Shares, 1933 Act
                  File No. 2-83192)

       4.1.1 -    Form of Certificate of Amendment to Trust Indenture dated
                  August 8, 1983 (incorporated by reference to Registration
                  Statement on Form 8-A of The Equity Income Fund, First
                  Exchange Series - AT&T Shares, 1934 Act File No. 001-08642)

       4.1.2 -    Form of Standard Terms and Conditions of Trust effective
                  January 1, 1983 (incorporated by reference to Exhibit 1.1.1 to
                  the Registration Statement of The Equity Income Fund, First
                  Exchange Series - AT&T Shares, 1933 Act File No. 2-83192)

           9. -   None.

          11. -   Computation of per Unit earnings (See Statement of Changes in
                  Net Assets, Item 1.3, above)

         13.1 -   Form 10-Q, for the quarter ended March 31, 2000, incorporated
                  by reference to 1934 Act File No. 001-08642.


                                      -15-
<PAGE>
         13.2 -   Form 10-Q, for the quarter ended June 30, 2000, incorporated
                  by reference to 1934 Act File No. 001-08642.

         13.3 -   Form 10-Q, for the quarter ended September 30, 2000,
                  incorporated by reference to 1934 Act File No. 001-08642.

         13.4 -   Form 10-K for the fiscal year ended December 31, 2000,
                  incorporated by reference to 1934 Act File No. 001-08642.

         13.5 -   Form 10-Q for the quarter ended March 31, 2001, incorporated
                  by reference to 1934 Act File No. 001-08642.

         13.6 -   Form 10-Q for the quarter ended June 30, 2001, incorporated
                  by reference to 1934 Act File No. 001-08642.

         13.7 -   Form 10-Q for the quarter ended September 30, 2001
                  incorporated by reference to 1934 Act File No. 001-08642.

         18.  -   None.

         21.  -   None.

         22.  -   None.

         23   -   Consents (incorporated by reference to Registration Statement
                  of The Equity Income Fund, First Exchange Series - AT&T
                  Shares, 1933 Act File No. 2-83192).

         27.  -   Financial Data Schedule.

      d.          None.



                                      -16-
<PAGE>
                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustee of the Fund has duly caused this report to be signed on behalf of the
Fund by the undersigned, thereunto duly authorized.

                                    The Equity Investor Fund, First
                                    Exchange Series - AT&T Shares

                                       By:  The Bank of New York,
                                            as Trustee



Date: March __, 2002      By: Joanna Yedreyeski
                             ---------------------------
                             Name:
                             Title: Vice President