OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5) & (23)



March 18, 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 March 12, 1996 (the "Terms
Agreement") between the Company and MLPF&S, of $200,000,000 aggregate principal
amount of the Company's 7% Notes due March 15, 2006 (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 March 18, 1996.

Very truly yours,

/s/ Brown & Wood


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