OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5) & (23)


December 23, 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 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 December 17, 1997 (the "Terms Agreement") between
the Company and MLPF&S (the "Underwriter"), of $90,000,000 aggregate principal
amount of the Company's Market Index Target-Term Securities based upon the Dow
Jones Industrial Average/SM/ due January 14, 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 Statement on Form S-3 (File No.
333-28537) relating to the Securities (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 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 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 23, 1997.

Very truly yours,

/s/ Brown & Wood LLP

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