-----BEGIN PRIVACY-ENHANCED MESSAGE-----
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<SEC-DOCUMENT>0000065103-97-000139.txt : 19970222
<SEC-HEADER>0000065103-97-000139.hdr.sgml : 19970222
ACCESSION NUMBER:		0000065103-97-000139
CONFORMED SUBMISSION TYPE:	SC 13G
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		19970213
SROS:			NYSE
GROUP MEMBERS:		MERRILL LYNCH & CO INC
GROUP MEMBERS:		MERRILL LYNCH ASSET MANAGEMENT, L.P.
GROUP MEMBERS:		MERRILL LYNCH GROUP, INC.
GROUP MEMBERS:		PRINCETON SERVICES, INC.

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRENCH BANK OF THE RIO DE LA PLATA
		CENTRAL INDEX KEY:			0000913059
		STANDARD INDUSTRIAL CLASSIFICATION:	COMMERCIAL BANKS, NEC [6029]
		IRS NUMBER:				000000000
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		SC 13G
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-49407
		FILM NUMBER:		97528506

	BUSINESS ADDRESS:	
		STREET 1:		RECONQUISTA 199
		CITY:			1003 BUENOS AIRES AR
		STATE:			C1
		BUSINESS PHONE:		2127595576

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MERRILL LYNCH & CO INC
		CENTRAL INDEX KEY:			0000065100
		STANDARD INDUSTRIAL CLASSIFICATION:	SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
		IRS NUMBER:				132740599
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1228

	FILING VALUES:
		FORM TYPE:		SC 13G

	BUSINESS ADDRESS:	
		STREET 1:		250 VESEY ST
		STREET 2:		WORLD FINANCIAL CTR N TOWER
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1334
		BUSINESS PHONE:		2124491000

	MAIL ADDRESS:	
		STREET 1:		250 VESEY ST
		STREET 2:		WORLD FINANCIAL CTR N TOWER
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10281-1334
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G
<SEQUENCE>1
<DESCRIPTION>SCHEDULE 13G
<TEXT>


OMB APPROVAL
EXPIRES:  October 31, 1994
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE   14.90


UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Banco Frances del Rio de la Plata S.A.
- -------------------------------------------------------------------
(Name of Issuer)


Ordinary Shares**
- -------------------------------------------------------------------
(Title of Class of Securities)


05959110
- --------------
(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).

**Each of the ordinary shares set forth on Item 9 of the cover sheets are bene-
ficially held through ADRs (CUSIP 05959110).  In the aggregate as of December 
31, 1996, Merrill Lynch & Co., Inc. may be deemed to beneficially own 2,793,271 
ADRs.

 

<PAGE>

Page 2 of 11 Pages


CUSIP NO.   05959110                  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

8,379,813

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

8,379,813

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,379,813

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.5%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>

Page 3 of 11 Pages


CUSIP NO.    05959110               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

8,328,063

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

8,328,063

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,328,063

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.4%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>

Page 4 of 11 Pages


CUSIP NO.    05959110                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

8,108,520

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

8,108,520

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,520

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.3%

12. TYPE OF REPORTING PERSON*

HC, CO

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>
 

Page 5 of 11 Pages


CUSIP NO.    82930F10               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
     
Maryland

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5. SOLE VOTING POWER

NONE

6. SHARED VOTING POWER

8,108,520

7. SOLE DISPOSITIVE POWER

NONE

8. SHARED DISPOSITIVE POWER

8,108,520

9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,108,520

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

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

7.3%

12. TYPE OF REPORTING PERSON*

IA, PN

    *SEE INSTRUCTION BEFORE FILING OUT!



<PAGE>

Page 6 of 11 Pages

                                 SCHEDULE 13G


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

            Banco Frances del Rio de la Plata S.A.

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

            Reconquista 199
            1003 Buenos Aires
            Argentina

ITEM 2 (a)  Name of Persons Filing:
            ---------------------

            Merrill Lynch & Co., Inc.
            Merrill Lynch Group, Inc.
            Princeton Services, Inc.
            Merrill Lynch Asset Management, L.P.
            

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

 
<PAGE>

Page 7 of 11 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:
                
05959110

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) of the Securities Exchange Act of 1934 
(the "1934 Act"). 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 (the "Advisers Act").

 
ITEM 4  Ownership
        --------- 

(a)  Amount Beneficially Owned:
             
   See Item 9 of Cover Pages.  Pursuant to (S) 240.13d-4 of the 1934 Act, 
ML&Co., ML Group and PSI disclaim beneficial ownership of the securities of 
Banco Frances del Rio de la Plata (the "Company") referred to herein, and the 
filing of this Schedule 13G shall not be construed as an admission that such 
persons are, for the purposes of Section 13(d) or 13(g) of the 1934 Act, the 
beneficial owner of any securities of the Issuer covered by this statement.

(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 8 of 11 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 and acts as an investment adviser to investment companies regist-
ered under Section 8 of the Investment Company Act of 1940 (the "Investment 
Company Act") and certain private accounts.  With respect to securities held 
by those investment companies and private accounts, 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.

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 9 of 11 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 14, 1997


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****


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





<PAGE>

Page 10 of 11 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) of 
the Securities Exchange Act of 1934 (the "1934 Act").  The relevant subsidi-
aries of ML&Co. are ML Group, Merrill Lynch Global Asset Management ("MLGAM"), 
Merrill Lynch Bank (Suisse) SA ("ML Bank Suisse") and PSI.  PSI is the 
general partner of Merrill Lynch Asset Management, L.P. (d/b/a Merrill Lynch 
Asset Management "MLAM")).  The relevant subsidiaries of ML Group are PSI, 
ML Bank Suisse and certain Merrill Lynch trust companies.
 
    ML&Co. may be deemed to be the beneficial owner of certain of the reported
securities of Banco Frances del Rio de la Plata (the "Company") by virtue of 
its control or its subsidiaries, ML Group and MLGAM.  

    MLGAM is a London based company established under the laws of the United
Kingdom and a member of the Investment Managers Regulatory Organization 
Limited.  MLGAM is wholly owned by ML&Co. through intermediate holding 
companies.  The Staff of the Securities and Exchange Commission has granted
no-action relief by letter dated November 24, 1993 recognizing that foreign
subsidiaries, including MLGAM (and the intermediate holding companies), which
would qualify as an institutional investor within the meaning of Rule 13d-1(b)
(ii)(A)-(G) if in the United States, and which satisfy the criteria of sub-
section (i) of the Rule and the representations of ML&Co. in its request dated 
October 25, 1993, would qualify to use Schedule 13G.  MLGAM holds certain of 
the reported securities in certain private accounts over which MLGAM has discre-
tionary authority.
    
    ML Group, a wholly-owned direct subsidiary of ML&Co., may be deemed to be 
the beneficial owner of certain of the reported securities of the Company by 
virtue of its control of (i) 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 1934 Act, (ii) ML Bank Suisse and (iii) PSI.  

    One or more Merrill Lynch trust companies or institutions, each of which is
a bank as defined in Setion 3(a)(6) of the 1934 Act, may be deemed the benefi-
cial owner of certain of the reported securities of the Company held by cust-
omers in accounts over which such trust companies or institutions have discre-
tionary authority.

    ML Bank Suisse is a bank organized and existing under the laws of Switzer-
land and an indirect wholly owned subsidiary of ML Group which qualifies,     
pursuant to a "no action" letter issued to ML&Co. dated November 24, 1993 
from the Staff of the Division of Corporate Finance of the Securities and     
Exchange Commission, as an institutional investor within the meaning of 
Section 13d-d(b)(1)(ii)(A)(G) for Schedule 13G reporting purposes.  ML Bank
Suisse may be deemed the beneficial owner of certain of the reported securities
of the Company as set forth herein that are held by its customers in accounts
over which ML Bank Suisse has discretionary authority.
    
    PSI, a wholly-owned direct subsidiary of ML Group, may be deemed to be the
beneficial owner of certain of the reported securities of the Company by virtue
of its being the general partner of MLAM.
 
    MLAM is an investment adviser registered under Section 203 of the Invest-
ment Advisers Act of 1940.  MLAM may be deemed to be the beneficial owner of 
certain of the reported securities of the Company by virtue of its acting as 
investment adviser to one or more investment companies registered under Section 
8 of the Investment Company Act of 1940, and/or to one or more private accounts.

    Pursuant to (S)240.13d-4 of the 1934 Act, ML & Co., ML Group, and PSI 
disclaim beneficial ownership of the securities of the Company as referred to
herein, 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 1934 Act, the beneficial owner of any securities of the Company.


<PAGE>

Page 11 of 11 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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
