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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 6 )*

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


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


23280610
- --------------
(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>

Page 2 of 12 Pages


CUSIP NO. 23280610                  13G

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

818,120

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

818,120

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

818,120

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

1.0%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!




<PAGE>

Page 3 of 12 Pages


CUSIP NO.    23280610               13G

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

170

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

170

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

170

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

0.0%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!




<PAGE>

Page 4 of 12 Pages


CUSIP NO.    23280610            13G

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

- -0-

6. SHARED VOTING POWER

- -0-

7. SOLE DISPOSITIVE POWER

- -0-

8. SHARED DISPOSITIVE POWER

- -0-

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- -0-

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

- -0-

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>

Page 5 of 12 Pages


CUSIP NO.    23280610            13G

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

- -0-

6. SHARED VOTING POWER

- -0-

7. SOLE DISPOSITIVE POWER

- -0-

8. SHARED DISPOSITIVE POWER

- -0-

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- -0-

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

- -0-

12. TYPE OF REPORTING PERSON*

IA, PN

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>

Page 6 of 12 Pages


CUSIP NO.    23280610            13G

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

Merrill Lynch Growth Fund for Investment and 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

- -0-

6. SHARED VOTING POWER

- -0-

7. SOLE DISPOSITIVE POWER

- -0-

8. SHARED DISPOSITIVE POWER

- -0-

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

- -0-

10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

- -0-

12. TYPE OF REPORTING PERSON*

IV, CO

    *SEE INSTRUCTION BEFORE FILING OUT!




<PAGE>

Page 7 of 12 Pages


                    SCHEDULE 13G


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

            Cypress Semiconductor Corp.

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

            3901 North First Street
            San Jose, CA 95134
            

ITEM 2 (a)  Name 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 and 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 and Retirement
800 Scudders Mill Road
Plainsboro, New Jersey  08536




<PAGE>

Page 8 of 12 Pages


ITEM 2 (c)  Citizenship:
            -----------

See Item 4 of Cover Pages

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

Common Stock

ITEM 2 (e)  CUSIP NUMBER:
                
23280610

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 (S) 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 (S) 203 of the Investment Advisers Act of 1940.  Merrill
Lynch Growth Fund for Investment and 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 (S) 240.13d-4, ML&Co. and ML Group
(the "Reporting Persons") disclaim beneficial ownership of the securities of 
Cypress Semiconductor Corp. (the "Company") 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 Act, the 
beneficial owner of any securities of the Company covered by this statement, 
other than, in the case of ML&Co. and a broker-dealer subsidiary of ML&Co., 
securities of the Company held in proprietary accounts.


(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 the Cover Pages

   (iii)  sole power to dispose of or to direct the disposition of:
                            
          See Item 7 of Cover Pages



<PAGE>

Page 9 of 12 Pages



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

          See Item 8 of Cover Pages
                        
ITEM 5  Ownership of Five Percent or Less of a Class.
        --------------------------------------------

  If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following: [X].

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

Not Applicable


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




<PAGE>

Page 10 of 12 Pages


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 purpose 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 5, 1996


Merrill Lynch & Co., Inc.

/s/ Richard B. Alsop

- ----------------------------
Name: Richard B. Alsop
Title:  Attorney-In-Fact*


Merrill Lynch Group, Inc.

/s/ Richard B. Alsop

- -----------------------------
Name: Richard B. Alsop
Title:  Attorney-In-Fact**


Princeton Services, Inc.  

/s/ Richard B. Alsop

- -----------------------------
Name:  Richard B. Alsop
Title:  Attorney-In-Fact***


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

/s/ Richard B. Alsop

- -----------------------------
Name:  Richard B. Alsop
Title:  Attorney-In-Fact****


Merrill Lynch Growth Fund for Investment and Retirement

/s/ Richard B. Alsop

- -----------------------------
Name:  Richard B. Alsop
Title:  Attorney-In-Fact*****


- ------------------------------------
* Signed pursuant to a power of attorney, dated November 17, 1995, included
as Exhibit B to this Schedule 13G.

** Signed pursuant to a power of attorney, dated November 17, 1995, included 
as Exhibit C to this Schedule 13G.

*** Signed pursuant to a power of attorney, dated November 30, 1995, included 
as Exhibit D to this Schedule 13G.

**** Signed pursuant to a power of attorney, dated November 30, 1995, included
as Exhibit E to this Schedule 13G.

***** Signed pursuant to a power of attorney, dated November 22, 1995, included
as Exhibit F to this Schedule 13G.



<PAGE>

Page 11 of 12 Pages


                        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 (S)240 13d-1(b) (1) (ii) (G).
The relevant subsidiaries of Merrill  Lynch & Co. are Merrill Lynch, Pierce,
Fenner and Smith ("MLPF&S"), ML Group and PSI, which is the general partner of
Merrill Lynch Asset Management, L.P. (b/d/a) Merrill Lynch Asset Management
("MLAM").  The relevant subsidiary of Merrill Lynch Group is PSI.

    MLPF&S, is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer
registered pursuant to the Securities Exchange Act of 1934.  MLPF&S may be
deemed the beneficial owner of certain securities of Cypress Semiconductor
Corp. (the "Company") as a result of its proprietary trading activity in 
addition to securities 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 less than 5% of the common stock of the Company by 
virtue of its control of its wholly-owned subsidiary, PSI and certain Merrill 
Lynch trust companies, each of which is a wholly-owned subsidiary of ML Group 
and a bank as defined in section 3(a)(6) of the Securities and Exchange Act of
1934 (the "Act") and PSI.  

    PSI, a wholly-owned direct subsidiary of ML Group, has ceased to be deemed
the beneficial owner of the common stock of the Company, previously reported as
being the beneficial owner of by virtue of its control, as general partner to 
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 
has ceased to be deemed the beneficial owner of the common stock of the Company
previously reported by virtue of its acting as investment adviser to several
investment companies registered under Section 8 of the Investment Company Act
of 1940.
    
    One investment company advised by MLAM, Merrill Lynch Growth Fund for 
Investment and Retirement (the "Fund") has ceased to be deemed the beneficial 
owner of the common stock of the Company previously reported.
    
    Pursuant to (S)240.13d-4, ML & Co., MLPF&S, ML Group and Merrill Lynch 
trust companies disclaim beneficial ownership of the securities of the Company, 
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 
Securities Exchange Act of 1934, the beneficial owner of any securities of the 
Company, other than, in the case of ML&Co. and a broker-dealer subsidiary of 
ML&Co, securities of the Company held in proprietary accounts.




<PAGE>

Page 12 of 12 Pages
                                
                                    EXHIBIT B
                                    ---------
                                POWER OF ATTORNEY



    The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a 
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York, 
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop, 
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual
from time to time elected or appointed as Secretary or an Assistant Secretary
of the Corporation, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as 
its true and lawful attorneys-in-fact, for it and in its name, place and stead
(i) to execute on behalf of the Corporation and cause to be filed and/or 
delivered, as required under Section 13(d) of the Securities Exchange Act of 
1934 (the "Act") and the regulations thereunder, any number, as appropriate, 
of original, copies, or electronic filings of the Securities and Exchange 
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together 
with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the 
Act, as may be required thereto) to be filed and/or delivered with respect to 
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially 
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and/or delivered, any number,
as appropriate, of original copies or electronic filings of any forms (inclu-
ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present.  This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
this 17th day of November, 1995.


MERRILL LYNCH & CO., INC.


By:    /s/ David H. Komansky
- ----------------------------
Name:  David H. Komansky
Title: President and Chief Operating Officer

                                   


                                    EXHIBIT C
                                    ---------
                                POWER OF ATTORNEY



    The undersigned, Merrill Lynch Group, Inc. (the "Corporation"), a 
corporation duly organized under the laws of the State of Delaware, with its
principal place of business at World Financial Center, North Tower, New York, 
New York, 10281, does hereby make, constitute and appoint Richard B. Alsop, 
Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any other individual
from time to time elected or appointed as Secretary or an Assistant Secretary
of the Corporation, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as 
its true and lawful attorneys-in-fact, for it and in its name, place and stead
(i) to execute on behalf of the Corporation and cause to be filed and/or 
delivered, as required under Section 13(d) of the Securities Exchange Act of 
1934 (the "Act") and the regulations thereunder, any number, as appropriate, 
of original, copies, or electronic filings of the Securities and Exchange 
Commission Schedule 13D or Schedule 13G Beneficial Ownership Reports (together 
with any amendments and joint filing agreements under Rule 13d-1(f)(1) of the 
Act, as may be required thereto) to be filed and/or delivered with respect to 
any equity security (as defined in Rule 13d-1(d) under the Act) beneficially 
owned by the undersigned and which must be reported by the undersigned pursuant
to Section 13(d) of the Act and the regulations thereunder, (ii) to execute on
behalf of the Corporation and cause to be filed and/or delivered, any number,
as appropriate, of original copies or electronic filings of any forms (inclu-
ding, without limitation, Securities and Exchange Commission Form 3, 4 and 5)
required to be filed pursuant to Section 16(a) of the Act and the regulations
thereunder, and (iii) generally to take such other actions and perform such
other things necessary to effectuate the foregoing as fully in all respects
as if the undersigned could do if personally present.  This Power of Attorney
shall remain in effect until revoked, in writing, by the undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
this 17th day of November, 1995.


MERRILL LYNCH GROUP, INC.


By:    /s/ Rosemary T. Berkery
- ------------------------------
Name:  Rosemary T. Berkery
Title: Vice President and Director


                                   
                                   EXHIBIT D
                                   ---------
                                POWER OF ATTORNEY



    The undersigned, Princeton Services Inc., a corporation duly organized 
under the laws of the State of Delaware, with its principal place of business 
at 800 Scudders Mill Road, Plainsboro, New Jersey 08536 does hereby make, 
constitute and appoint Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, 
Gregory T. Russo, or Dauna R. Williams, acting severally, each of whose address 
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, New York, 
New York 10281, as its true and lawful attorneys-in-fact, for it and in its 
name, place and stead to execute and cause to be filed and/or delivered, as 
required under Section 13(d) of the Securities Exchange Act of 1934 (the "Act") 
and the regulations thereunder, any number, as appropriate, of original, 
copies, or electronic filings of the Securities and Exchange Commission 
Schedule 13D or Schedule 13G Beneficial Ownership Reports (together with any 
amendments and joint filing agreements under Rule 13d-1(f) (1) of the Act, as 
may be required thereto) to be filed and/or delivered with respect to any 
equity security (as defined in Rule 13d-1(d) under the Act) beneficially owned 
by the undersigned and which must be reported by the undersigned pursuant to 
Section 13(d) of the Act and the regulations thereunder, and generally to take 
such other actions and perform such other things necessary to effectuate the 
foregoing as fully in all respects as if the undersigned could do if personally 
present.  This Power of Attorney shall remain in effect until revoked, in 
writing, by the undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
this 30th day of November, 1995.


PRINCETON SERVICES INC.


By:    /s/ Philip L. Kirstein
- --------------------------------------
Name:  Philip L. Kirstein
Title: Director, Senior Vice President
         Secretary and General Counsel

                                   
                                   
                                   EXHIBIT E
                                   ---------
                                POWER OF ATTORNEY



    The undersigned, Merrill Lynch Asset Management, L.P. d/b/a Merrill Lynch
Asset Management, a Limited Partnership duly organized under the laws of the 
State of Delaware, with its principal place of business at 800 Scudders Mill 
Road, Plainsboro, New Jersey 08536 does hereby make, constitute and appoint
Richard B. Alsop, Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, 
or Dauna R. Williams, acting severally, each of whose address is Merrill Lynch
& Co., Inc., World Financial Center, North Tower, New York, New York 10281, as 
its true and lawful attorneys-in-fact, for it and in its name, place and stead 
to execute and cause to be filed and/or delivered, as required under Section 
13(d) of the Securities Exchange Act of 1934 (the "Act") and the regulations 
thereunder, any number, as appropriate, of original, copies, or electronic 
filings of the Securities and Exchange Commission Schedule 13D or Schedule 
13G Beneficial Ownership Reports (together with any amendments and joint filing 
agreements under Rule 13d-1(f) (1) of the Act, as may be required thereto) to 
be filed and/or delivered with respect to any equity security (as defined in 
Rule 13d-1(d) under the Act) beneficially owned by the undersigned and which
must be reported by the undersigned pursuant to Section 13(d) of the Act and 
the regulations thereunder, and generally to take such other actions and 
perform such other things necessary to effectuate the foregoing as fully in 
all respects as if the undersigned could do if personally present.  This Power 
of Attorney shall remain in effect until revoked, in writing, by the 
undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
this 30th day of November, 1995.


Merrill Lynch Asset Management, L.P.
d/b/a Merrill Lynch Asset Management
By: Princeton Services, Inc., General Partner



By:    /s/ Philip L. Kirstein
- ---------------------------------------------
Name:  Philip L. Kirstein
Title: Director, Senior Vice President
         Secretary and General Counsel




                                   EXHIBIT F
                                   ---------
                                POWER OF ATTORNEY



  The undersigned, Merrill Lynch Growth Fund for Investment and Retirement,
a corporation duly organized under the laws of the State of Massachusetts with
its principal place of business at 800 Scudders Mill Road, Plainsboro, New 
Jersey 08536 does hereby make, constitute and appoint Richard B. Alsop, 
Andrea Lowenthal, Richard D. Kreuder, Gregory T. Russo, or Dauna R. Williams, 
acting severally, each of whose address is Merrill Lynch & Co., Inc., World 
Financial Center, North Tower, New York, New York 10281, as its true and lawful 
attorneys-in-fact, for it and in its name, place and stead to execute and cause 
to be filed and/or delivered, as required under Section 13(d) of the Securities 
Exchange Act of 1934 (the "Act") and the regulations thereunder, any number, 
as appropriate, of original, copies, or electronic filings of the Securities 
and Exchange Commission Schedule 13D or Schedule 13G Beneficial Ownership 
Reports (together with any amendments and joint filing agreements under Rule 
13d-1(f) (1) of the Act, as may be required thereto) to be filed and/or 
delivered with respect to any equity security (as defined in Rule 13d-1(d) 
under the Act) beneficially owned by the undersigned and which must be 
reported by the undersigned pursuant to Section 13(d) of the Act and the 
regulations thereunder, and generally to take such other actions and perform 
such other things necessary to effectuate the foregoing as fully in all 
respects as if the undersigned could do if personally present.  This Power of 
Attorney shall remain in effect until revoked, in writing, by the undersigned.

    IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney 
this 22nd day of November, 1995.


MERRILL LYNCH GROWTH FUND FOR INVESTMENT AND RETIREMENT


By:    /s/ Jerry Weiss
- --------------------------------
Name:  Jerry Weiss
Title: Secretary