OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5) & (23)

February 29, 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 February 26,
1996 (the "Terms Agreement") between the Company and MLPF&S, of $250,000,000
aggregate principal amount of the Company's 6% Notes due March 1, 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 Statements on Form S-3 (File Nos.
33-61559 and 33-65135) relating to the Notes (the "Registration Statements").

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 Statements and as an exhibit to the Current Report of the Company
on Form 8-K dated February 29, 1996.



Very truly yours,

/s/ Brown & Wood