<PAGE>

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934

                            (Amendment No.    4   )*
                                           -------  


                           Cypress Semiconductor Co.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title Of Class of Securities)


                                   232806109
- --------------------------------------------------------------------------------
                                 (CUSIP Number)

Check the following box if a fee is being paid with this statement [_].  (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

<PAGE>

CUSIP No. 232806109               13G                        Page 2 of 11 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Merrill Lynch & Co., Inc.     

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  Joint Filing
                                                                     (a) [_]

                                                                     (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
 
        Delaware
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER
                  
               None

        6  SHARED VOTING POWER

               3,227,400

        7  SOLE DISPOSITIVE POWER

               None

        8  SHARED DISPOSITIVE POWER

               3,227,400

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        3,227,400

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.9%

12 TYPE OF REPORTING PERSON*

        HC, CO

                     *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 232806109               13G                        Page 3 of 11 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Merrill Lynch Group, Inc.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  Joint Filing 
                                                                    (a) [_]

                                                                    (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION

        Delaware
        
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                None

        6  SHARED VOTING POWER

                3,200,000

        7  SOLE DISPOSITIVE POWER

                None

        8  SHARED DISPOSITIVE POWER

                3,200,000

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        3,200,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.8%

12 TYPE OF REPORTING PERSON*
        
        HC, CO

                     *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 232806109               13G                        Page 4 of 11 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

        Princeton Services, Inc.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
                                                                   (a) [_]

                                                                   (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
        
        Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                None

        6  SHARED VOTING POWER

                3,200,000

        7  SOLE DISPOSITIVE POWER
                  
                None

        8  SHARED DISPOSITIVE POWER
                  
                3,200,000

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        3,200,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.8%

12 TYPE OF REPORTING PERSON*
        
        HC, CO

                     *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>

CUSIP No. 232806109               13G                        Page 5 of 11 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Merrill Lynch Asset Management, L.P.

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  Joint Filing
                                                                    (a) [_]

                                                                    (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
        
        Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                None

        6  SHARED VOTING POWER
                  
                3,200,000

        7  SOLE DISPOSITIVE POWER
                  
                None

        8  SHARED DISPOSITIVE POWER
                  
                3,200,000

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        3,200,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.8%

12 TYPE OF REPORTING PERSON*

        IA, PN

                     *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>
 
CUSIP No. 232806109               13G                        Page 6 of 11 Pages


1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
        Merrill Lynch Growth Fund for Investment & Retirement

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* Joint Filing
                                                                    (a) [_]

                                                                    (b) [_]

3  SEC USE ONLY


4  CITIZENSHIP OR PLACE OF ORGANIZATION
        
        Massachusetts

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER

                None
 
        6  SHARED VOTING POWER

                3,200,000

        7  SOLE DISPOSITIVE POWER

                None                  

        8  SHARED DISPOSITIVE POWER

                3,200,000

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

        3,200,000

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

        8.8%

12 TYPE OF REPORTING PERSON*
        
        IV, OO

                     *SEE INSTRUCTION BEFORE FILLING OUT!

<PAGE>
 
                                  SCHEDULE 13G


Item 1 (a)    Name of Issuer:
              ---------------

              Cypress Semiconductor Co.

Item 1 (b)    Address of Issuer's  Principal Executive Offices:
              ------------------------------------------------- 

Item 2 (a)    Names of Persons Filing:
              ----------------------- 

              Merrill Lynch & Co., Inc.
              Merrill Lynch Group, Inc.
              Princeton Services, Inc.
              Merrill Lynch Asset Management, L.P.
              Merrill Lynch Growth Fund for Investment & Retirement

Item 2 (b)    Address of Principal Business Office, or, if None, Residence:
              -------------------------------------------------------------

              Merrill Lynch & Co., Inc.
              World Financial Center, North Tower
              250 Vesey Street
              New York, New York  10281

              Merrill Lynch Group, Inc.
              World Financial Center, North Tower
              250 Vesey Street
              New York, New York  10281

              Princeton Services, Inc.
              800 Scudders Mill Road
              Plainsboro, New Jersey  08536

              Merrill Lynch Asset Management, L.P.
              800 Scudders Mill Road
              Plainsboro, New Jersey  08536

              Merrill Lynch Growth Fund for Investment & Retirement
              800 Scudders Mill Road
              Plainsboro, New Jersey  08536

Item 2 (c)    Citizenship:
              ----------- 

              See Item 4 of Cover Pages

Item 2 (d)    Title of Class of Securities:
              ---------------------------- 

              Common Stock

                              Page 7 of 11 pages

<PAGE>

Item 2 (e)    CUSIP Number:
              ------------ 

              232806109

Item 3

          Merrill Lynch & Co., Inc. ("ML&Co."), Merrill Lynch Group, Inc. ("ML
Group") and Princeton Services, Inc. ("PSI") are parent holding companies, in
accordance with Section 240.13d-1(b)(ii)(G).  Merrill Lynch Asset Management,
L.P. (d/b/a Merrill Lynch Asset Management ("MLAM")) is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940.  Merrill
Lynch Growth Fund for Investment & Retirement (the "Fund") is an investment
company registered under Section 8 of the Investment Company Act of 1940.

Item 4        Ownership
              ---------

              (a) Amount Beneficially Owned:

          See Item 9 of Cover Pages.  Pursuant to Section 240.13d-4, ML&Co.,
ML Group, PSI, MLAM and the Fund (the "Reporting Persons") disclaim beneficial
ownership of the securities of Cypress Semiconductor Co. (the "Issuer") referred
to herein, and the filing of this Schedule 13G shall not be construed as an
admission that the Reporting Persons are, for the purposes of Section 13(d) or
13(g) of the Securities Exchange Act of 1934, the beneficial owner of any
securities of the Issuer covered by this statement, other than, in the case of
ML&Co., certain securities of the Issuer held in proprietary accounts of
ML&Co.'s broker-dealer subsidiary.

              (b) Percent of Class:

                        See Item 11 of Cover Pages

              (c) Number of shares as to which such person has:

                   (i) sole power to vote or to direct the vote:

                        See Item 5 of Cover Pages

                  (ii) shared power to vote or to direct the vote:

                        See Item 6 of Cover Pages

                 (iii) sole power to dispose or to direct the disposition of:

                        See Item 7 of Cover Pages

                  (iv) shared power to dispose or to direct the disposition of:

                        See Item 8 of Cover Pages

Item 5        Ownership of Five Percent or Less of a Class.
              -------------------------------------------- 

              Not Applicable

                              Page 8 of 11 pages

<PAGE>

Item 6        Ownership of More than Five Percent on Behalf of Another Person.
              --------------------------------------------------------------- 

          MLAM is an investment adviser registered under Section 203 of the
Investment Advisers Act of 1940 and acts as an investment adviser to investment
companies registered under Section 8 of  the Investment Company Act of 1940.
With respect to securities held by those investment companies, several persons
have the right to receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such securities.  The Fund, a reporting person
on this Schedule 13G for which MLAM serves as investment adviser, has an
interest that relates to more than 5% of the class of securities reported
herein.  No other person has an interest that relates to more than 5% of the
class of securities reported herein.

Item 7        Identification and Classification of the Subsidiary Which
              ---------------------------------------------------------
              Acquired the Security Being Reported on by the Parent Holding
              -------------------------------------------------------------
              Company.
              ------- 

              See Exhibit A

Item 8        Identification and Classification of Members of the Group.
              --------------------------------------------------------- 

              Not Applicable

Item 9        Notice of Dissolution of Group.
              -------------------------------

              Not Applicable

Item 10       Certification.
              ------------- 

          By signing below each of the undersigned certifies that, to the best
of their knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose of and do
not have the effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in any
transaction having such purposes or effect.

Signature.
- --------- 

          After reasonable inquiry and to the best of my knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.



Date:  February    , 1994         Merrill Lynch & Co., Inc.

                                             
                                         /s/ David L. Dick
                                  -------------------------------
                                  Name: David L. Dick
                                  Title: Assistant Secretary


                              Page 9 of 11 pages

<PAGE>
 
                                  Merrill Lynch Group, Inc.

                                         /s/ David L. Dick
                                  -------------------------------
                                  Name: David L. Dick
                                  Title: Secretary

                                  Princeton Services, Inc.

                                         /s/ David L. Dick
                                  -------------------------------
                                  Name: David L. Dick
                                  Title: Attorney-in-Fact*

                                  Merrill Lynch Asset Management, L.P.
                                  By: Princeton Services, Inc. (General Partner)

                                         /s/ David L. Dick
                                  -------------------------------
                                  Name: David L. Dick
                                  Title: Attorney-in-Fact*

                                  Merrill Lynch Growth Fund for Investment
                                     and Retirement

                                          /s/ David L. Dick
                                  -------------------------------
                                  Name: David L. Dick
                                  Title: Attorney-in-Fact**

________________

* Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Dial
REIT Inc.

** Signed pursuant to a power of attorney, dated February 10, 1994, included as
an exhibit to Schedule 13G filed with the Securities and Exchange Commission by
Merrill Lynch & Co., Inc., et. al. on February 14, 1994 with respect to Cirrus
Logic Inc.


                              Page 10 of 11 pages

<PAGE>

                           EXHIBIT A TO SCHEDULE 13G
                           -------------------------

                   ITEM 7 DISCLOSURE RESPECTING SUBSIDIARIES
                   -----------------------------------------


          Three of the persons filing this report, Merrill Lynch & Co., Inc., a
Delaware corporation with its principal place of business at World Financial
Center, North Tower, 250 Vesey Street, New York, New York ("ML&Co."), Merrill
Lynch Group, Inc., a Delaware corporation with its principal place of business
at World Financial Center, North Tower, 250 Vesey Street, New York, New York
("ML Group"), and Princeton Services, Inc., a Delaware corporation with its
principal place of business at 800 Scudders Mill Road, Plainsboro, New Jersey,
("PSI") are parent holding companies pursuant to Rule 13d-1(b)(1)(ii)(G).
Pursuant to the instructions in Item 7 of Schedule 13G, the relevant
subsidiaries are set forth below.

          ML&Co. may be deemed to be the beneficial owner of common stock of
Cypress Semiconductor Co. (the "Issuer") held by or deemed to be beneficially
owned by ML Group and Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPF&S").  MLPF&S, a wholly-owned subsidiary of ML&Co. and a broker-dealer
registered under Section 15  of the Securities Exchange Act of 1934 (the "Act"),
holds certain of the reported securities of the Issuer in proprietary trading
accounts and may be deemed to beneficially own common stock of the Issuer held
by customers in accounts over which MLPF&S has discretionary authority and held
by unit investment trusts for which MLPF&S is the sponsor.

          ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to
be the beneficial owner of 8.8% of the common stock of the Issuer by virtue of
its control of its wholly-owned subsidiary, PSI.

          PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be
the beneficial owner of 8.8% of the common stock of the Issuer by virtue of its
being the general partner of Merrill Lynch Asset Management, L.P. (d/b/a Merrill
Lynch Asset Management ("MLAM").

          MLAM, a Delaware limited partnership with its principal place of
business at 800 Scudders Mill Road, Plainsboro, New Jersey, is an investment
adviser registered under Section 203 of the Investment Advisers Act of 1940.
MLAM may be deemed to be the beneficial owner of 8.8% of the common stock of the
Issuer as a result of its acting as investment adviser to investment companies
registered under Section 8 of the Investment Company Act of 1940.

          One registered investment company advised by MLAM, Merrill Lynch
Growth Fund for Investment & Retirement, is the beneficial owner of 8.8% of the
common stock of the Issuer.

          Pursuant to Section 240.13d-4, ML&Co., ML Group, MLPF&S, PSI, MLAM
and the Fund disclaim beneficial ownership of the securities of the Issuer, and
the filing of this Schedule 13G shall not be construed as an admission that any
such entity is, for the purposes of Section 13(d) or 13(g) of the Act, the
beneficial owner of any securities of the Issuer, other than, in the case of
ML&Co. and MLPF&S, securities of the Issuer held by MLPF&S in proprietary
accounts.

                              Page 11 of 11 pages