Exhibit (5) & (23)



                                             May 23, 1995

   Merrill Lynch & Co., Inc.
   World Financial Center
   North Tower
   New York, New York 10281-1220

   Gentlemen:

        As your counsel, we have examined a copy of the Restated Certificate of
   Incorporation, as amended, of Merrill Lynch & Co., Inc. (hereinafter called
   the "Company"), certified by the Secretary of State of the State of Delaware.
   We are familiar with the corporate proceedings had in connection with the
   proposed issuance and sale by the Company to the Underwriter named in the
   Terms Agreement referred to below, pursuant to an Underwriting Agreement
   dated March 22, 1994 (the "Underwriting Agreement"), among the Company,
   Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
   ("MLPF&S") and the other firms named therein, as supplemented by the Terms
   Agreement dated  May 16, 1995 (the "Terms Agreement") between the Company and
   MLPF&S, of  1,250,000 of the Company's Greater of U.S. 
 
   Dollar/Deutsche Mark--U.S. Dollar/Japanese Yen Put Currency Warrants,
   Expiring May 15, 1997 (the "Warrants"). We have also examined a copy of the
   Warrant Agreement between the Company and Citibank, N.A., as Warrant Agent,
   dated as of May 23, 1995 (the "Warrant Agreement"), and the Company's
   Registration Statement on Form S-3 (File No. 33-52647) relating to the
   Warrants (the "Registration Statement").

        Based upon the foregoing and upon such further investigation as we
   deemed relevant in the premises, we are of the opinion that:

        1.  The Company has been duly incorporated under the laws of the State
   of Delaware.

        2.  The Warrants have been duly and validly authorized by the Company
   and when the Warrants have been duly executed and authenticated in accordance
   with the terms of the Warrant Agreement and delivered against payment
   therefor as set forth in the Underwriting Agreement, as supplemented by the
   Terms Agreement, the Warrants will constitute valid and legally binding
   obligations of the Company in accordance with their terms, except to the
   extent that enforcement thereof may be limited by bankruptcy, insolvency,
   reorganization or other laws relating to or affecting enforcement of
   creditors' rights or by general equity principles.

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        We consent to the filing of this opinion as an exhibit to the
   Registration Statement and as an exhibit to the Current Report of the Company
   on Form 8-K dated  May 23, 1995.
                                       Very truly yours,


                                       /s/ Brown & Wood



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