OPINION RE: LEGALITY; CONSENT OF COUNSEL

EXHIBIT (5) & (23)

September 3, 1998

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 and restated, 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 August 5, 1998 (the "Underwriting Agreement"), between the
Company and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"), as supplemented by the Terms Agreement dated August 28,
1998 (the "Terms Agreement") between the Company and MLPF&S (the "Underwriter"),
of $77,000,000 aggregate principal amount of the Company's Merrill Lynch
EuroFund Market Index Target-Term Securities/SM/ due February 28, 2006 (the
"Securities"). We have also examined a copy of the Indenture between the
Company and The Chase Manhattan Bank 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. 333-59997) relating to the Securities (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 Securities have been duly and validly authorized by the Company and
when the Securities 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
Securities will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, except to the
extent that enforcement thereof may be limited by bankruptcy, moratorium,
insolvency, reorganization or similar laws relating to or affecting creditors'
rights generally and except as enforcement thereof is subject to general
principles at equity (regardless of whether enforcement is considered in a
proceeding in equity or at law).

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 September 3, 1998.
Very truly yours,

/s/ Brown & Wood LLP