EXHIBIT 5
                          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 proposed filing with the Securities and
Exchange Commission expected to be 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 40,000,000 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., to be issued pursuant to the Merrill Lynch & Co., Inc. Long
Term Incentive Compensation Plan (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, the 
shares of Common Stock issued under the Plan will be legally issued, fully paid
and nonassessable.

                                           Very truly yours,

                                           /s/ Brown & Wood