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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Autodesk, Inc.
- -------------------------------------------------------------------
(Name of Issuer)


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


05276910
- --------------
(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 2 of 13 Pages


CUSIP NO. 05276910                  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

2,516,311

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

2,516,311

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,516,311

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.3%%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



Page 3 of 13 Pages


CUSIP NO.    05276910               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

2,508,380

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

2,508,380

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,508,380

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.3%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



Page 4 of 13 Pages


CUSIP NO.    05276910              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

NONE

6. SHARED VOTING POWER

2,506,180

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

2,506,180

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,506,180

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.3%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



Page 5 of 13 Pages


CUSIP NO.   05276910                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

NONE

6. SHARED VOTING POWER

2,506,180

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

2,506,180

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,506,180

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.3%

12. TYPE OF REPORTING PERSON*

IA, PN

    *SEE INSTRUCTION BEFORE FILING OUT!



Page 6 of 13 Pages


CUSIP NO.    05276910               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

NONE

6. SHARED VOTING POWER

2,500,000

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

2,500,000

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

2,500,000

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.3%

12. TYPE OF REPORTING PERSON*

IV,CO

    *SEE INSTRUCTION BEFORE FILING OUT!



Page 7 of 13 Pages


                    SCHEDULE 13G


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

            Autodesk, Inc.

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

            111 McInnis Parkway
            San Rafael, CA  94903
            
            

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 8 of 13 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:
                
05276910

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., ML Group, 
PSI, MLAM and the Fund (the "Reporting Persons") disclaim beneficial ownership
of the securities of Autodesk, Inc. (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 
Securities Exchange Act of 1934, the beneficial owner of any securities of 
the Company covered by this statement, other than those held in MLPF&S 
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 9 of 13 Pages



    (iv)  share 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.
        --------------------------------------------

Not Applicable   

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 commpanies, 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.  Merrill Lynch Growth Fund 
for Investment & Retirement, 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



Page 10 of 13 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: January 31, 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***


- ------------------------------------
* 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.




Page 11 of 13 Pages


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 & Retirement

/s/ Richard B. Alsop

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

**** 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 12 of 13 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., Inc. are  Merrill Lynch 
Pierce, Fenner & Smith Incorporated ("MLPF&S"), ML Group and PSI, which 
is the general partner of Merrill Lynch Asset Management, L.P. (d/b/a) Merrill 
Lynch Asset Management ("MLAM").  The relevant subsidiary of Merrill Lynch 
Group is PSI.
 
    ML&Co. may be deemed to be the beneficial owner of common stock of 
Autodesk, Inc. (the "Company") that are held by or deemed to be beneficially 
owned by ML Group and MLPF&S.  

    MLPF&S is a wholly-owned direct subsidiary of ML&Co. and a broker-dealer 
registered under Section 15 of the Securities Exchange Act of 1934, holds 
certain of the reported securities of the Company in proprietary trading 
accounts and may be deemed to be the beneficial owner of securites of 
the Company 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 5.3% of the common stock of the Company by virtue 
of its control of certain Merrill Lynch Trust Companies, each of which is a
wholly-owned subsidiary of ML Group and a bank defined in section 3(a)(6) of 
the Securities Exchnage Act of 1934, and PSI.

    PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be 
the beneficial owner of 5.3% of the common stock of the Company by virtue
of its being the general partner of 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 5.3% of the common stock of the 
Company by virtue of its acting as investment adviser to investment companies 
registered under Section 8 of the Investment Company Act of 1940 and certain 
private accounts. 

     One registered investment company advised by MLAM, Merrill Lynch Growth 
Fund for Investment & Retirement (the "Fund"), is the beneficial owner of 5.3%
of the common stock of the Company.

    Pursuant to (S)240.13d-4, ML & Co., MLPF&S, ML Group, PSI, MLAM, the 
Fund and the 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 MLPF&S, securities of the 
Company held by MLPF&S in proprietary accounts.




Page 13 of 13 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 Commonwealth 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