OPINION RE: LEGALITY; CONSENT OF COUNSEL

Exhibit (5) & (23)



November 27, 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 November 20, 1995 (the
"Terms Agreement") between the Company and MLPF&S, of 1,350,000 of the Company's
Russell 2000 Index Call Warrants Expiring November 17, 1998 (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 27, 1995 (the "Warrant
Agreement"), and the Company's

Registration Statement on Form S-3 (File No. 33-61559) 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.

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 27, 1995.


Very truly yours,


/s/ Brown & Wood


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