EXHIBIT 5 (a)
                          LETTERHEAD OF BROWN & WOOD




                                            January 6, 1994

Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York 10281

Dear Sirs:

     We have acted as counsel for Merrill Lynch & Co., Inc., a Delaware 
corporation, in connection with the filing with the Securities and Exchange 
Commission made on or about January 6, 1994 under the Securities Act of 1933, 
as amended, of a Registration Statement and Post Effective Amendment on Form S-8
(the "Registration Statement") for the purpose of registering 2,000,000 shares
of Common Stock, par value $1.33 1/3 per share (including Preferred Stock
Purchase Rights (the "Common Stock"), of Merrill Lynch & Co., Inc., together
with such presently indeterminable interests (the "Interests") in the Merrill
Lynch & Co., Inc. 401(k) Savings & Investment Plan (the "Plan"), as may be
purchased with contributions under the Plan.  In such capacity, we have
examined the Restated Certificate of Incorporation and By-Laws of Merrill Lynch
& Co., Inc. and such other documents of such corporation as we have deemed
necessary or appropriate for the purposes of the opinion expressed herein.

     Based upon the foregoing, we advise you that, in our opinion, (i) the 
shares of Common Stock purchased with contributions under the Plan will be 
legally issued, fully paid and nonassessable and (ii) the interests, to the 
extent such Interests vest to the benefit of the participants in the Plan, will 
have been duly and validly authorized and will be valid Interests.

                                           Very truly yours,

                                           /s/ Brown & Wood