OPINION RE: LEGALITY; CONSENT OF COUNSEL

Exhibit (5) & (23)


January 17, 1996


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 January 11, 1996 (the
"Terms Agreement") between the Company and MLPF&S, of $500,000,000 aggregate
principal amount of the Company's 6% Notes due January 15, 2001 (the "Notes").
We have also examined a copy of the Indenture between the Company and Chemical
Bank (successor by merger to Manufacturers

Hanover Trust Company), 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. 33-61559) relating to the Notes (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 Notes have been duly and validly authorized by the Company and when
the Notes 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 Notes 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 January 17, 1996.

Very truly yours,

/s/ Brown & Wood