EXHIBIT (5) & (23)



                                                     December 16, 1997



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 Underwriters named in the Terms
Agreement referred to below, pursuant to an Underwriting Agreement dated
September 8, 1997 (the "Underwriting Agreement"), between the Company and
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S"), as supplemented by the Terms Agreement dated December 11, 1997 (the
"Terms Agreement") among the Company, MLPF&S and the other underwriters named
therein (the "Underwriters"), of $250,000,000 aggregate principal amount of the
Company's 6.56% Notes due
 
December 16, 2007 (the "Notes").  We have also examined a copy of the Indenture
between the Company and The Chase Manhattan Bank, as Trustee, dated as of April
1, 1983, as amended and restated (the "Indenture"), and the Company's
Registration Statement on Form S-3 (File No. 333-28537) relating to the Notes
(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 Notes have been duly and validly authorized by the Company and when
the Notes have been duly executed and authenticated in accordance with the terms
of the Indenture and delivered against payment therefor as set forth in the
Underwriting Agreement, as supplemented by the Terms Agreement, the Notes will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, except to the extent that
enforcement thereof may be limited by bankruptcy, insolvency, moratorium
reorganization or similar laws relating to or affecting creditors' rights
generally and except as enforcement thereof is subject to general principles at
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 and as an exhibit to the Current Report of the Company on Form 8-K
dated December 16, 1997.


                                    Very truly yours,

                                    /s/ Brown & Wood LLP