EXHIBIT 5


                                                                   June 20, 1996


Merrill Lynch & Co., Inc.
World Financial Center
North Tower
New York, New York  10281-1334

Gentlemen:

          We have acted as your counsel and are familiar with the corporate
proceedings had in connection with the proposed issuance and sale by Merrill
Lynch & Co., Inc. (the "Company") of up to 6,510,286 of its Structured Yield
Product Exchangeable for Stock, _____% STRYPES Due _________, 2001 (the
"Securities").

           We have examined such documents and records as we deemed appropriate,
including the following:

          (a) a copy of the Restated Certificate of Incorporation of the
     Company, certified by the Secretary of State of the State of Delaware;

          (b) a copy of the Company's Registration Statement on Form S-3 (File
     No. 33-65135), as amended by Post-Effective Amendment Nos. 3 and 5 thereto,
     relating to the Securities (as so amended, the "Registration Statement");

          (c) a copy of the indenture with respect to the Company's senior debt
     securities between the Company and Chemical Bank (successor by merger to
     Manufacturers Hanover Trust Company), as trustee (the "Trustee"), dated as
     of April 1, 1983, as amended and restated (the "Principal Indenture"), in
     the form executed by the Company and the Trustee; and

          (d) a copy of the supplemental indenture with respect to the
     Securities between the Company and the Trustee (the "Supplemental
     Indenture"), in the form filed as an exhibit to the Registration Statement.

     The term "Indenture" shall mean the Principal Indenture as amended by the
Trust Indenture Reform Act of 1990 and as amended and supplemented by the
Supplemental Indenture.

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

     1.   The Company has been duly incorporated under the laws of the State of
Delaware.
 
     2.  The Principal Indenture has been duly and validly authorized, executed
and delivered by the Company and, as amended by the Trust Indenture Reform Act
of 1990, constitutes a valid and binding agreement of the Company, enforceable
in accordance with its terms.

     3.   The Supplemental Indenture has been duly authorized by the Company
and, when the Supplemental Indenture has been duly executed and delivered by the
Company and the Trustee, such Supplemental Indenture will constitute a valid and
binding agreement of the Company, enforceable in accordance with its terms.

     4.   When appropriate corporate action has been taken to fix the terms of
the Securities and the Supplemental Indenture has been duly executed and
delivered by the Company and the Trustee, and when the Securities shall have
been duly authenticated or countersigned by the Trustee and duly issued under
the Indenture, such Securities will constitute valid and binding obligations of
the Company, enforceable in accordance with their terms.

     With respect to enforcement, the above opinions are qualified to the extent
that enforcement of the Principal Indenture, the Supplemental Indenture or the
Securities may be limited by bankruptcy, insolvency (including, without
limitation, all laws relating to fraudulent transfers), reorganization,
moratorium or other similar laws affecting enforcement of creditors' rights
generally and may be subject to general principles of equity (regardless of
whether enforcement is considered in a proceeding in equity or at law).

     We consent to the filing of this opinion as an exhibit to the Registration
Statement, to the quotation in the Registration Statement of our opinion with
respect to certain tax matters and to the use of our name wherever appearing in
the Registration Statement and any amendment thereto.

                                    Very truly yours,



                                    /s/ BROWN & WOOD












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