OPINION RE: LEGALITY; CONSENT

Exhibit (5) & (23)



November 3, 1994

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 October 27, 1994 (the "Terms Agreement") between the Company and MLPF&S,
of 2,200,000 of the Company's Constant Maturity U.S. Treasury Yield Increase
Warrants, Expiring January 25, 1996 (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 November 3, 1994 (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 November 3, 1994.
Very truly yours,
/s/ Brown & Wood

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