SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                     Friedman, Billings, Ramsey Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)


            Virginia                                             541837743
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

      1001 19th Street N.                                          22209
      Arlington, Virginia                                        (Zip Code)
(Address of Principal Executive
           Offices)

                     Friedman, Billings, Ramsey Group, Inc.
                                   401(k) Plan
                            (Full Title of the Plan)

                              Robert S. Smith, Esq.
                  Executive Vice President and General Counsel
                     Friedman, Billings, Ramsey Group, Inc.
                               1001 19th Street N.
                            Arlington, Virginia 22209
                     (Name and Address of Agent for Service)
                                 (703) 312-9744
          (Telephone Number, Including Area Code, of Agent for Service)


<PAGE>
<TABLE>
-------------------------------------------------------------------------------------------------------------
                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum      Proposed Maximum
 Title of Securities        Amount to be      Offering Price Per    Aggregate Offering        Amount of
   to be Registered          Registered              Share                Price           Registration Fee
-------------------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>                <C>                       <C>   
Class A Common Stock,
par value $.01 per         2,000,000 (1)          $11.50 (2)         $23,000,000 (2)           $6,394
share
-------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     number of additional  securities that may be offered  pursuant to the terms
     of the Friedman,  Billings,  Ramsey Group,  Inc. 401(k) Plan which provides
     for a change in the amount or type of securities being offered or issued to
     prevent  dilution as a result of stock splits,  stock  dividends or similar
     transactions.

(2)  Calculated  pursuant  to Rule  457(h)(1)  and Rule  457(c)  based  upon the
     average  of the high and low  prices  of the  Common  Stock on the New York
     Stock Exchange on April 20, 1999, which was $11.50.

         In addition,  pursuant to Rule 416(c), this Registration Statement also
registers an indeterminate amount of interests to be offered or sold pursuant to
the Friedman, Billings, Ramsey Group, Inc. 401(k) Plan.

                                       2
<PAGE>
                                EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8 is being filed by  Friedman,
Billings, Ramsey Group, Inc., a Virginia corporation (the "Registrant"), and the
Friedman,  Billings, Ramsey Group, Inc. 401(k) Plan (the "Plan") to register (1)
shares of the  Registrant's  Class A Common Stock, par value $.01 per share (the
"Common  Stock"),  which may be offered  and sold  pursuant  to the Plan and (2)
participation interests in the Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents of the  Registrant  heretofore  filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1998, filed on March 30, 1999;

         (2) The Registrant's Current Report on Form 8-K filed April 15, 1999;

         (3) The description of the Common Stock  contained in the  Registrant's
Registration  Statement on Form 8-A filed on December 19,  1997,  including  any
amendments to such Registration Statement hereafter filed; and

         (4) All reports and other documents  filed by the Registrant  since the
end of the fiscal  year  covered by the  Registrant's  document  referred  to in
paragraph  (1) above  pursuant  to  Sections  13(a) and (c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement  and to be a part hereof  from the date of filing of such  reports and
documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                                       3
<PAGE>

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia  corporation  to  indemnify  any  director  or officer  for  reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding,  if the  director or officer  furnishes  the  corporation  a written
statement  of his good  faith  belief  that he has met the  standard  of conduct
prescribed by the Code,  and a  determination  is made by the board of directors
that such  standard  has been  met.  In a  proceeding  by or in the right of the
corporation,  no  indemnification  shall be made in  respect of any matter as to
which an officer or director is adjudged to be liable to the corporation, except
that a court may  order  indemnification  to the  extent  of the  director's  or
officer's  reasonable  expenses  if it  determines  that,  considering  all  the
relevant circumstances,  the director is entitled to indemnification even though
he or she was adjudged liable to the corporation.  In any other  proceeding,  no
indemnification  shall be made if the director or officer is adjudged  liable on
the basis that personal benefit was improperly received by him. Corporations are
given the power to make any other or  further  indemnity,  including  advance of
expenses,  to any director or officer that may be  authorized by the articles of
incorporation  or by any  bylaw  made  by  the  shareholder,  or any  resolution
adopted,  before or after the event,  by the  shareholders,  except an indemnity
against  willful  misconduct or a knowing  violation of the criminal law. Unless
limited by its  articles  of  incorporation,  indemnification  of a director  or
officer is  mandatory  when he or she  entirely  prevails  in the defense of any
proceeding  to which he or she is a party because he or she is or was a director
of officer.

         The Articles of  Incorporation  of the undersigned  Registrant  contain
provisions indemnifying the directors and officers of the Registrant to the full
extent permitted by Virginia law. In addition,  the Articles of Incorporation of
the Registrant  eliminate the personal  liability of the Registrant's  directors
and officers to the Registrant or its  shareholders  for monetary damages to the
full extent permitted by Virginia law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) See Exhibit Index following signatures.

         (b) The Registrant hereby undertakes to submit the Plan, as amended, to
the  Internal  Revenue  Service  ("IRS")  in a timely  manner  and will make all
changes  required  by the IRS in order to qualify the Plan,  as  amended,  under
Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

         (1)      The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

                                       4
<PAGE>

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

provided,  however,  that paragraphs (1)(a)(i) and (1)(a)(ii) of this section do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling  person with the securities being  registered,
the  Registrant  will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                       5
<PAGE>
<TABLE>
                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all the  requirements  for  filing on Form S-8 and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Arlington, Virginia, on this 26th day of April, 1999.

                                    Friedman, Billings, Ramsey Group, Inc.

                                    By: /s/ Emanuel J. Friedman                     
                                       -------------------------------------
                                        Emanuel J. Friedman
                                        Chairman and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Emanuel J. Friedman and Robert S.
Smith  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution,  for him in his name, and in any and all  capacities,  to sign all
amendments (including  post-effective  amendments) to the Registration Statement
to  which  this  power  of  attorney  is  attached  and all  subsequently  filed
registration statements including any amendments thereto, for the same offerings
that  are to be  effective  upon  filing  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933, and to file all such amendments, registration statements
and all  exhibits to them and other  documents  to be filed in  connection  with
them, with the Securities and Exchange Commission.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
<CAPTION>
           Signature                               Title                                  Date
           ---------                               -----                                  ----

<S>                                <C>                                               <C> 
/s/ Emanuel J. Friedman            Director, Chairman and Chief Executive            April 26, 1999
------------------------------                    Officer
Emanuel J. Friedman                    (Principal Executive Officer)
                   

/s/ Eric F. Billings                    Director, Vice Chairman and                  April 26, 1999
-------------------------------           Chief Operating Officer
Eric F. Billings

/s/ W. Russell Ramsey                Director, President and Secretary               April 26, 1999
-------------------------------
W. Russell Ramsey

/s/ Wallace L. Timmeny                            Director                           April 26, 1999
-----------------------------
Wallace L. Timmeny

/s/ Mark R. Warner                                Director                           April 26, 1999
-------------------------------
Mark R. Warner

/s/ Eric Y. Generous                    Executive Vice President and                 April 26, 1999
-------------------------------           Chief Financial Officer
Eric Y. Generous                       (Principal Financial Officer)


/s/ Kurt R. Harrington             Treasurer and Chief Accounting Officer            April 26, 1999
-------------------------------        (Principal Accounting Officer)
Kurt R. Harrington                               
</TABLE>


                                       6
<PAGE>



         The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this Registration  Statement to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized,  in
Arlington, Virginia, on this 26th day of April, 1999.

                                   Friedman, Billings, Ramsey Group, Inc.
                                   401(k) Plan

                                   By:  Friedman, Billings, Ramsey Group, Inc.,
                                   as Plan Administrator

                                   By:    /s/ Emanuel J. Friedman
                                        ------------------------------------
                                        Emanuel J. Friedman
                                        Chairman and Chief Executive Officer


                                       7
<PAGE>
                                  EXHIBIT INDEX

     Exhibit Number                   Description
     --------------                   -----------

          5                   Opinion of McGuire, Woods, Battle & Boothe LLP
         23.1                 Consent of Arthur Andersen, LLP
         23.2                 Consent of McGuire, Woods, Battle & Boothe LLP 
                              (filed as part of Exhibit 5)
         24                   Power of Attorney (included on signature page)



                                       8
[{"type": "S-8", "sequence": "1", "description": "FBR 401(K) PLAN", "secsgml_size_bytes": 18960}]
{"company-data": {"conformed-name": "FRIEDMAN BILLINGS RAMSEY GROUP INC", "cik": "0001048750", "assigned-sic": "6211", "irs-number": "541870350", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77027", "film-number": "99600978"}, "business-address": {"street1": "1001 19TH STREET N.", "city": "ARLINGTON", "state": "VA", "zip": "22209", "phone": "7033129500"}, "mail-address": {"street1": "1001 NINETEENTH ST N", "city": "ARLINGTON", "state": "VA", "zip": "22209"}}
SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                ----------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                     Friedman, Billings, Ramsey Group, Inc.
             (Exact Name of Registrant as Specified in its Charter)

            Virginia                                             541837743
  (State or Other Jurisdiction                               (I.R.S. Employer
of Incorporation or Organization)                         Identification Number)

      1001 19th Street N.                                          22209
      Arlington, Virginia                                        (Zip Code)
(Address of Principal Executive
           Offices)

                     Friedman, Billings, Ramsey Group, Inc.
                                   401(k) Plan
                            (Full Title of the Plan)

                              Robert S. Smith, Esq.
                  Executive Vice President and General Counsel
                     Friedman, Billings, Ramsey Group, Inc.
                               1001 19th Street N.
                            Arlington, Virginia 22209
                     (Name and Address of Agent for Service)
                                 (703) 312-9744
          (Telephone Number, Including Area Code, of Agent for Service)
-------------------------------------------------------------------------------------------------------------
                            CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------------------
                                               Proposed Maximum      Proposed Maximum
 Title of Securities        Amount to be      Offering Price Per    Aggregate Offering        Amount of
   to be Registered          Registered              Share                Price           Registration Fee
-------------------------------------------------------------------------------------------------------------
Class A Common Stock,
par value $.01 per         2,000,000 (1)          $11.50 (2)         $23,000,000 (2)           $6,394
share
-------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416(a),  this  Registration  Statement also registers such
     number of additional  securities that may be offered  pursuant to the terms
     of the Friedman,  Billings,  Ramsey Group,  Inc. 401(k) Plan which provides
     for a change in the amount or type of securities being offered or issued to
     prevent  dilution as a result of stock splits,  stock  dividends or similar
     transactions.

(2)  Calculated  pursuant  to Rule  457(h)(1)  and Rule  457(c)  based  upon the
     average  of the high and low  prices  of the  Common  Stock on the New York
     Stock Exchange on April 20, 1999, which was $11.50.

         In addition,  pursuant to Rule 416(c), this Registration Statement also
registers an indeterminate amount of interests to be offered or sold pursuant to
the Friedman, Billings, Ramsey Group, Inc. 401(k) Plan.

                                       2
EXPLANATORY NOTE

         This  Registration  Statement  on Form S-8 is being filed by  Friedman,
Billings, Ramsey Group, Inc., a Virginia corporation (the "Registrant"), and the
Friedman,  Billings, Ramsey Group, Inc. 401(k) Plan (the "Plan") to register (1)
shares of the  Registrant's  Class A Common Stock, par value $.01 per share (the
"Common  Stock"),  which may be offered  and sold  pursuant  to the Plan and (2)
participation interests in the Plan.

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not filed as part of this  Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents of the  Registrant  heretofore  filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:

         (1) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1998, filed on March 30, 1999;

         (2) The Registrant's Current Report on Form 8-K filed April 15, 1999;

         (3) The description of the Common Stock  contained in the  Registrant's
Registration  Statement on Form 8-A filed on December 19,  1997,  including  any
amendments to such Registration Statement hereafter filed; and

         (4) All reports and other documents  filed by the Registrant  since the
end of the fiscal  year  covered by the  Registrant's  document  referred  to in
paragraph  (1) above  pursuant  to  Sections  13(a) and (c), 14 and 15(d) of the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the
filing of a post-effective amendment which indicates that all securities offered
hereunder have been sold or which deregisters all such securities then remaining
unsold shall be deemed to be  incorporated  by  reference  in this  Registration
Statement  and to be a part hereof  from the date of filing of such  reports and
documents.

Any statement  contained  herein or in a document  incorporated  or deemed to be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for  purposes  of this  Registration  Statement  to the extent  that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be  incorporated  by  reference  herein  modifies or  supersedes  such
earlier statement.  Any statement so modified or superseded shall not be deemed,
except as so modified or superseded,  to constitute a part of this  Registration
Statement.

                                       3
Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia  corporation  to  indemnify  any  director  or officer  for  reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding,  if the  director or officer  furnishes  the  corporation  a written
statement  of his good  faith  belief  that he has met the  standard  of conduct
prescribed by the Code,  and a  determination  is made by the board of directors
that such  standard  has been  met.  In a  proceeding  by or in the right of the
corporation,  no  indemnification  shall be made in  respect of any matter as to
which an officer or director is adjudged to be liable to the corporation, except
that a court may  order  indemnification  to the  extent  of the  director's  or
officer's  reasonable  expenses  if it  determines  that,  considering  all  the
relevant circumstances,  the director is entitled to indemnification even though
he or she was adjudged liable to the corporation.  In any other  proceeding,  no
indemnification  shall be made if the director or officer is adjudged  liable on
the basis that personal benefit was improperly received by him. Corporations are
given the power to make any other or  further  indemnity,  including  advance of
expenses,  to any director or officer that may be  authorized by the articles of
incorporation  or by any  bylaw  made  by  the  shareholder,  or any  resolution
adopted,  before or after the event,  by the  shareholders,  except an indemnity
against  willful  misconduct or a knowing  violation of the criminal law. Unless
limited by its  articles  of  incorporation,  indemnification  of a director  or
officer is  mandatory  when he or she  entirely  prevails  in the defense of any
proceeding  to which he or she is a party because he or she is or was a director
of officer.

         The Articles of  Incorporation  of the undersigned  Registrant  contain
provisions indemnifying the directors and officers of the Registrant to the full
extent permitted by Virginia law. In addition,  the Articles of Incorporation of
the Registrant  eliminate the personal  liability of the Registrant's  directors
and officers to the Registrant or its  shareholders  for monetary damages to the
full extent permitted by Virginia law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) See Exhibit Index following signatures.

         (b) The Registrant hereby undertakes to submit the Plan, as amended, to
the  Internal  Revenue  Service  ("IRS")  in a timely  manner  and will make all
changes  required  by the IRS in order to qualify the Plan,  as  amended,  under
Section 401 of the Internal Revenue Code.

Item 9.  Undertakings.

         (1)      The undersigned Registrant hereby undertakes:

                  (a) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include  any  prospectus  required  by section
10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act");

                                       4
(ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price  represent no more than a 20 percent
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

provided,  however,  that paragraphs (1)(a)(i) and (1)(a)(ii) of this section do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d)  of  the  Exchange  Act  that  are   incorporated  by  reference  in  this
registration statement.

                  (b) That, for the purpose of determining  any liability  under
the Securities Act, each such  post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (c) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (2) The undersigned  Registrant hereby undertakes that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

         (3)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling  person with the securities being  registered,
the  Registrant  will,  unless in the opinion of its counsel the matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question  whether such  indemnification  by it is against  public  policy as
expressed  in the Act and will be  governed  by the final  adjudication  of such
issue.

                                       5
SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets  all the  requirements  for  filing on Form S-8 and has duly  caused  this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Arlington, Virginia, on this 26th day of April, 1999.

                                    Friedman, Billings, Ramsey Group, Inc.

                                    By: /s/ Emanuel J. Friedman                     
                                       -------------------------------------
                                        Emanuel J. Friedman
                                        Chairman and Chief Executive Officer

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below constitutes and appoints each of Emanuel J. Friedman and Robert S.
Smith  his true and  lawful  attorney-in-fact  and  agent,  with  full  power of
substitution,  for him in his name, and in any and all  capacities,  to sign all
amendments (including  post-effective  amendments) to the Registration Statement
to  which  this  power  of  attorney  is  attached  and all  subsequently  filed
registration statements including any amendments thereto, for the same offerings
that  are to be  effective  upon  filing  pursuant  to  Rule  462(b)  under  the
Securities Act of 1933, and to file all such amendments, registration statements
and all  exhibits to them and other  documents  to be filed in  connection  with
them, with the Securities and Exchange Commission.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.
Signature                               Title                                  Date
           ---------                               -----                                  ----
/s/ Emanuel J. Friedman            Director, Chairman and Chief Executive            April 26, 1999
------------------------------                    Officer
Emanuel J. Friedman                    (Principal Executive Officer)
                   

/s/ Eric F. Billings                    Director, Vice Chairman and                  April 26, 1999
-------------------------------           Chief Operating Officer
Eric F. Billings

/s/ W. Russell Ramsey                Director, President and Secretary               April 26, 1999
-------------------------------
W. Russell Ramsey

/s/ Wallace L. Timmeny                            Director                           April 26, 1999
-----------------------------
Wallace L. Timmeny

/s/ Mark R. Warner                                Director                           April 26, 1999
-------------------------------
Mark R. Warner

/s/ Eric Y. Generous                    Executive Vice President and                 April 26, 1999
-------------------------------           Chief Financial Officer
Eric Y. Generous                       (Principal Financial Officer)

/s/ Kurt R. Harrington             Treasurer and Chief Accounting Officer            April 26, 1999
-------------------------------        (Principal Accounting Officer)
Kurt R. Harrington
6
The Plan.  Pursuant to the  requirements of the Securities Act of 1933,
the administrator of the Plan has duly caused this Registration  Statement to be
signed  on  its  behalf  by  the  undersigned,  thereunto  duly  authorized,  in
Arlington, Virginia, on this 26th day of April, 1999.

                                   Friedman, Billings, Ramsey Group, Inc.
                                   401(k) Plan

                                   By:  Friedman, Billings, Ramsey Group, Inc.,
                                   as Plan Administrator

                                   By:    /s/ Emanuel J. Friedman
                                        ------------------------------------
                                        Emanuel J. Friedman
                                        Chairman and Chief Executive Officer

                                       7
EXHIBIT INDEX

     Exhibit Number                   Description
     --------------                   -----------

          5                   Opinion of McGuire, Woods, Battle & Boothe LLP
         23.1                 Consent of Arthur Andersen, LLP
         23.2                 Consent of McGuire, Woods, Battle & Boothe LLP 
                              (filed as part of Exhibit 5)
         24                   Power of Attorney (included on signature page)

                                       8