OPINION REGARDING LEGALITY

Exhibit (5) & (23)


[BROWN & WOOD LETTERHEAD]


February 8, 1995

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 February 1, 1995 (the "Terms Agreement") between the Company
and MLPF&S, of 1,000,000 of the Company's Nikkei Stock Index 300 Call
Warrants Expiring February 3, 1997 (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 February 8, 1995 (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 February 8, 1995.
Very truly yours,
/s/ Brown & Wood

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