EXHIBIT (5) & (23)



                                   March 19, 1998


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 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 March 13, 1998 (the "Terms Agreement") between the
Company and MLPF&S (the "Underwriter"), of $31,000,000 aggregate principal
amount  of the Company's Oracle Corporation Indexed Callable Protected
Growth-SM- Securities due March 31, 2003 (the "Securities").  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 Statements on Form S-3 (File Nos. 333-28537 and 333-44173) relating
to the Securities (the "Registration Statements").

     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 Securities have been duly and validly authorized by the Company and
when the Securities 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
Securities 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, moratorium,
insolvency, reorganization or similar laws relating to or affecting creditors'
rights generally and except as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

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     We consent to the filing of this opinion as an exhibit to the Registration
Statements and as an exhibit to the Current Report of the Company on Form 8-K
dated March 19, 1998.


                                   Very truly yours







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