THIS DOCUMENT IS A COPY OF THE REGISTRATION STATEMENT FILED ON 
      JUNE 10, 1998 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION


              	SECURITIES AND EXCHANGE COMMISSION
                  	WASHINGTON, D.C.  20549




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




                          HORIZON GROUP, INC.
    (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED IN ITS CHARTER)




            MICHIGAN                                 	38-2559212
 (STATE OR OTHER JURISDICTION OF	 	(IRS EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)       
 
          

                            5000 HAKES DRIVE
                         NORTON SHORES, MICHIGAN 49441
                    (ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)

                  
                      		1997 STOCK OPTION PLAN
                      AND RESTRICTED STOCK AWARDS
                       (Full title of the plans)

                             JAMES S. WASSEL
                                PRESIDENT
                           HORIZON GROUP, INC.
                            5000 HAKES DRIVE
                       NORTON SHORES, MICHIGAN 49441
                             (616) 798-9100
             (NAME, ADDRESS, INCLUDING ZIP CODE, AND  TELEPHONE NUMBER,
                    INCLUDING AREA CODE, OF AGENT FOR SERVICE)



                               COPIES TO:

                         ERROL R. HALPERIN, ESQ.
                           HAL M. BROWN, ESQ.
                             RUDNICK & WOLFE
                         203 NORTH LASALLE STREET
                                SUITE 1800
                         CHICAGO, ILLINOIS  60601
                              (312) 368-4000
                              (312) 236-7516 (TELECOPIER)




                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF EACH 		          AMOUNT TO BE   PROPOSED    PROPOSED    AMOUNT OF
CLASS OF       	          REGISTERED     MAXIMUM     MAXIMUM     REGISTRATION 
SECURITIES TO                            OFFERING    AGGREGATE   FEE
BE REGISTERED                            PRICE       OFFERING 
		                                       PER SHARE   PRICE{*}      
<S>                       <C>           <C>         <C>          <C>
COMMON STOCK, PAR VALUE
$.01 PER SHARE........    707,108        $   *       $7,785,783   $25,953
</TABLE>


{*}     PURSUANT  TO  RULE  457(C)  AND  457(H), THE REGISTRATION FEE HAS BEEN
        CALCULATED ON THE BASIS OF THE ACTUAL  PRICE  PER SHARE ($12.50, $10.25
        $12.82 AND $10.91) AT WHICH THE OUTSTANDING OPTIONS  MAY  BE  EXERCISED,
        THE  AVERAGE  OF  THE  HIGH  AND LOW SALES PRICES ON THE NEW YORK STOCK
        EXCHANGE COMPOSITE TAPE (THE "NYSE") ON THE DATE OF GRANT ($15.8125 AND
        $12.25) AND WITH REGARD TO THE REMAINING SHARES, ON THE BASIS OF $11.50
        PER SHARE, THE AVERAGE OF THE  HIGH  AND  LOW SALE PRICES OF THE COMMON
        STOCK ON THE NYSE ON JUNE 3, 1998.

<PAGE>



PROSPECTUS



                 			707,108 SHARES


           		      HORIZON GROUP, INC.


                 			COMMON STOCK


     Horizon  Group,  Inc. (the "Company") is one of  the  largest  owners,
operators and developers  of  outlet centers in the United States, based on
total gross leasable area.  The  Company  is  a self-administered and self-
managed real estate investment trust for federal income tax purposes.

     All of the shares of common stock, par value  $.01  per share ("Common
Stock"),  offered  hereby are being sold by the Selling Stockholders.   See
"Selling Stockholders."  The Company will not receive any proceeds from the
sale of the Common Stock.   The Company's Common Stock is traded on the New
York Stock Exchange under the symbol "HGI."




    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
         SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
            OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                THE CONTRARY IS A CRIMINAL OFFENSE.






                            JUNE 10, 1998




<PAGE>
     NO DEALER, SALESMAN OR ANY  OTHER  PERSON  HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER  THAN  THOSE CONTAINED
IN  THIS  PROSPECTUS  IN CONNECTION WITH THE OFFER MADE BY THIS  PROSPECTUS
AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR  REPRESENTATIONS  MUST NOT BE
RELIED  UPON  AS  HAVING  BEEN  AUTHORIZED  BY  THE  COMPANY  OR ANY OF THE
UNDERWRITERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO  SELL OR THE
SOLICITATION  OF  ANY  OFFER  TO BUY ANY SECURITY OTHER THAN THE SHARES  OF
COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER  TO  BUY  THE SHARES OF COMMON STOCK BY
ANYONE  IN  ANY JURISDICTION IN WHICH SUCH OFFER  OR  SOLICITATION  IS  NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO  DO  SO,  OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.   NEITHER  THE  DELIVERY  OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION
THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY  TIME  SUBSEQUENT TO
THE DATE HEREOF.

                       AVAILABLE INFORMATION

     The  Company  is  subject  to  the  informational requirements of  the
Securities Exchange Act of 1934, as amended  (the  "Exchange  Act"), and in
accordance therewith files reports, proxy statements and other  information
with  the  Securities  and  Exchange  Commission (the "Commission").   Such
reports and other information can be inspected  and  copied  at  the public
reference facilities maintained by the Commission at Judiciary Plaza,  Room
1024,  450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional  Offices  of  the  Commission:   New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York  10048;  and  Chicago Regional
Office, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies
of such material can be obtained from the Public Reference Section  of  the
Commission   at  Judiciary  Plaza,  Room  1024,  450  Fifth  Street,  N.W.,
Washington, D.C.  20549,  at  prescribed rates.  The Commission maintains a
Web site that contains reports,  proxy and information statements and other
information  regarding  registrants   that  file  electronically  with  the
Commission.    The   address   of   the   Commission's    Web    site   is:
http://www.sec.gov.    Reports,  proxy  statements  and  other  information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange where the Company's Common Stock is listed.

     The Company has filed  with the Commission a Registration Statement on
Form S-8 (of which this Prospectus  is  a part) under the Securities Act of
1933,  as amended (the "Securities Act") with  respect  to  the  securities
offered  hereby.   This Prospectus does not contain all the information set
forth in the Registration  Statement,  certain  portions of which have been
omitted  as  permitted  by  the rules and regulations  of  the  Commission.
Statements contained in this  Prospectus  as to the content of any contract
or  other  document  are not necessarily complete,  and  in  each  instance
reference is made to the  copy  of such contract or other document filed as
an  exhibit  to  the  Registration Statement,  each  such  statement  being
qualified in all respects  by such reference and the exhibits and schedules
hereto.  For further information regarding the Company and the Common Stock
offered hereby, reference is  hereby made to the Registration Statement and
to such exhibits and schedules,  which  can  be inspected without charge at
the  principal  office  of  the Commission at Judiciary  Plaza,  450  Fifth
Street, N.W., Washington, D.C., 20549, and copies may be obtained therefrom
upon payment of the fees prescribed by the Commission.

     The Company will provide  without  charge  to each person to whom this
Prospectus is delivered, on written or oral request  of such person, a copy
(without  exhibits)  of  any  and  all  documents  incorporated  herein  by
reference.  Requests for such copies should be directed to the Secretary at
5000 Hakes Drive, Norton Shores, Michigan 49441, Telephone (616) 798-9100.







<PAGE>
                       SELLING STOCKHOLDERS

     All  of  the  shares of Common Stock subject to this  Prospectus  were
awarded to certain employees  and  officers  of  the  Company (the "Selling
Stockholders")  in  order  to provide such employees and officers  with  an
equity interest in the Company.   The  following table sets forth the names
of certain of the Selling Stockholders eligible  to  resell Common Stock of
the Company awarded to them and the maximum number of  shares  that  may be
resold pursuant to this Prospectus.


<TABLE>
<CAPTION>
                    
				  MAXIMUM SHARES

	SELLING STOCKHOLDER               TO BE SOLD
	<S>                               <C>
	Paul Camarato                        35,000
	Gary S. Duncan                        2,108
	Amy Essex                            15,000
	Stephen J. Moore                     80,000
	Norman Perlmutter                   125,000
	James Wassel                        450,000
	</TABLE>


                       PLAN OF DISTRIBUTION

     The  shares may be sold from time to time by the Selling Stockholders,
or by pledgees,  donees, transferees or other successors in interest.  Such
sales may be made  on  one  or  more  exchanges  or in the over-the-counter
market  or otherwise at prices and at terms then prevailing  or  at  prices
related to  the  then  current market price, or in negotiated transactions.
The shares may be sold by  one or more of the following:  (a) a block trade
in which the broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell  a  portion  of the block as principal to
facilitate  the  transaction;  (b)  purchases  by  a broker  or  dealer  as
principal and resale by such broker or dealer for its  account  pursuant to
this prospectus; (c) an exchange distribution in accordance with  the rules
of  such exchange; and (d) ordinary brokerage transactions and transactions
in which  the  broker  solicits purchasers.  In effecting sales, brokers or
dealers engaged by the Selling  Shareholders  may arrange for other brokers
or dealers to participate.  Brokers or dealers  will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior  to  the sale.  Such brokers or dealers and any  other  participating
brokers or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.





<PAGE>
          INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     The  following  documents  filed  with  the  Securities  and  Exchange
Commission  by the Company pursuant to the Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:

     1.   The  Company's  annual report on Form 10-K and Amendment No. 1 on
          Form 10-K/A for the year ended December 31, 1997.

     2.   The Company's current report on Form 8-K dated February 1, 1998.

     3.   The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1998.

     4.   The Company's current report on Form 8-K dated April 1, 1998.

     5.   Item  1  of the Company's  registration  statement  on  Form  8-A
          registering   its   Common  Stock  under  Section  12(b)  of  the
          Securities Exchange Act of 1934.

     6.   The  Company's  definitive   Proxy   Statement  relating  to  the
          Company's Special Meeting of Shareholders  dated  May  14,  1998,
          contained  in  the  Registration   Statement  on  Form S-4 of Sky
          Merger Corp. (Registration No. 333-51285).

     7.   All  documents  filed by the Company pursuant to Sections  13(a),
          13(c), 14 and 15(d)  of  the  Securities  Exchange  Act  of  1934
          subsequent  to  the  date  hereof  and  prior  to the filing of a
          post-effective  amendment  which  indicates  that all  securities
          offered hereby have been sold or which deregisters all securities
          then remaining unsold.

     The  Company will provide without charge to each optionee  to  whom  a
copy of this  Summary  is  delivered, on the written or oral request of any
such person, additional information  concerning  the Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to  the Secretary, Horizon
Group, Inc., 5000 Hakes Drive, Norton Shores, Michigan  49441,  (616)  728-
9100.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d)  of  the  Exchange Act after the date of
this  Prospectus and prior to the termination of  this  offering  shall  be
deemed  to  be  incorporated  by reference into this Prospectus and to be a
part  hereof from the date of filing  of  such  documents.   Any  statement
contained  in  a  document  incorporated  or  deemed  to be incorporated by
reference  herein or contained in this Prospectus shall  be  deemed  to  be
supplemented, modified or superseded for purposes of this Prospectus 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
supplements, modifies  or supersedes such statement.  Any such statement so
modified or superseded shall  not  be  deemed  to constitute a part of this
Prospectus.

                           LEGAL MATTERS

     The validity of the shares offered hereby is being passed upon for the
Company by Rudnick & Wolfe, Chicago, Illinois.





<PAGE>
                              PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

       The  following  documents  filed  with the Securities  and  Exchange
Commission by the Company pursuant to the  Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:

       1.   The Company's annual report on Form 10-K and Amendment No. 1 on
            Form 10-K/A for the year ended December 31, 1997.

       2.   The Company's current report on  Form  8-K  dated  February  1,
            1998.

       3.   The  Company's  quarterly  report  on Form 10-Q for the quarter
            ended March 31, 1998.

       4.   The Company's current report on Form 8-K dated April 1, 1998.

       5.   Item  1 of the Company's registration  statement  on  Form  8-A
            registering  its  Common  Stock  under  Section  12(b)  of  the
            Securities Exchange Act of 1934.

       6.   The  Company's  definitive  Proxy  Statement  relating  to  the
            Company's  Special  Meeting of Shareholders dated May 14, 1998,
            contained in the Registration  on  From S-4 of Sky Merger Corp.
            (Registration No. 333-51285).

       7.   All documents filed by the Company pursuant  to Sections 13(a),
            13(c),  14  and 15(d) of the Securities Exchange  Act  of  1934
            subsequent to  the  date  hereof  and  prior to the filing of a
            post-effective amendment which indicates  that  all  securities
            offered   hereby  have  been  sold  or  which  deregisters  all
            securities then remaining unsold.

       The Company will  provide  without charge to each optionee to whom a
copy of this Summary is delivered,  on  the  written or oral request of any
such person, additional information concerning  the  Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to the  Secretary, Horizon
Group,  Inc., 5000 Hakes Drive, Norton Shores, Michigan 49441,  (616)  728-
9100.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       An  opinion  with  respect to the legality of shares of common stock
subject to stock options is  being  given  by  Rudnick  &  Wolfe, 203 North
LaSalle Street, Chicago, Illinois, 60601, counsel for the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The  Michigan  Business  Corporation  Act,  as amended (the  "MBCA")
permits a Michigan corporation to include in its articles  of incorporation
a provision eliminating or limiting the liability of its directors  to  the
corporation  or  its  shareholders  for  money  damages for a breach of the
director's fiduciary duty, except for (i) receipt  of  an improper personal
benefit;  (ii)  breach  of  the duty of loyalty to the corporation  or  its
shareholders; (iii) acts or omissions  not  taken  in  good  faith  or that
involve  intentional misconduct or knowing violations of the law; (iv)  act
or omission  occurring  prior  to  the  date  when  the  provision  becomes
effective; (v) declaring a dividend or distribution, or granting a loan  to
a  shareholder,  director  or  officer,  in  violation  of  the MBCA or the
corporation's  articles  of  incorporation  or  bylaws.   The  Articles  of
Incorporation of the Company include such a provision which eliminates such
liability to the fullest extent permitted by the MBCA.

       The  Articles  of  Incorporation  of  the  Company  authorize it  to
indemnify  its  present  and former officers and directors and  to  pay  or
reimburse expenses in advance of the final disposition of the proceeding to
the maximum extent permitted from time to time by the laws of Michigan.  It
further authorizes the Company's  directors  to  indemnify  any person with
whom  the Company has dealings.  The Bylaws of the Company obligate  it  to
indemnify and advance expenses to present and former directors and officers
to the maximum extent permitted by Michigan law.

       Under the MBCA, a corporation has the power to indemnify its present
or former directors and officers, among others, against expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in settlement
actually  and  reasonably  incurred  by  him or her in connection with such
action or proceeding if: (i) the person acted in good faith and in a manner
he  or  she  reasonably believed to be in, or  not  opposed  to,  the  best
interests of the  corporation or its shareholders; and (ii) with respect to
any criminal action or proceeding, if the person had no reasonable cause to
believe his or her  conduct  was  unlawful.  In addition, the MBCA requires
the Company, as a condition to advancing  expenses, to obtain (i) a written
affirmation by the person of his or her good  faith  belief  that he or she
has  met  the  standard  of  conduct necessary for indemnification  by  the
Company as authorized by its Bylaws  and  (ii) a written statement by or on
his or her behalf to repay the amount paid  or reimbursed by the Company if
it shall ultimately be determined that the standard of conduct was not met;
and if a determination is made that the facts  then  known  to those making
the determination would not preclude indemnification under the MBCA.

       The Company has entered into indemnification agreements with each of
its  directors  and  officers.  Such agreements provide for indemnification
against expenses incurred  in connection with, as well as judgments, fines,
and amounts paid in settlement  resulting from, any threatened, pending, or
completed   action,   suit   or  proceeding,   whether   civil,   criminal,
administrative, or investigative,  by  reason of the fact that he or she is
or was a director, officer, employee or  agent of the Company, or is or was
serving  at  the request of the Company as a  director,  trustee,  officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise  as  long  as  such  amounts  have  been  actually  and
reasonably incurred by the indemnitee.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Exemption  from the registration provisions of the Securities Act of
1933 for all outstanding  shares  of  Common Stock registered for resale by
Gary S. Duncan and 15,000 shares of Common  Stock by James S. Wassel hereby
was claimed under 4(2) of the Securities Act  and the rules and regulations
promulgated thereunder on the basis that such transactions  did not involve
any public offering, the purchasers were sophisticated with access  to  the
kind of information registration would provide and that purchasers acquired
such  securities  without  a  view  toward  the  distribution  thereof.  In
addition,  exemption from the registration provisions of the Securities Act
was also claimed  under  Section  3(b)  of the Securities Act and rules and
regulations promulgated thereunder on the  basis  that such securities were
sold  pursuant  to a written compensatory benefit plan  or  pursuant  to  a
written contract  relating  to  compensation  and  not  for capital raising
purposes under Rule 701 of the Securities Act.

ITEM 8. EXHIBITS.

       4.1  Specimen Common Stock Certificate [Incorporated by reference to
            Exhibit 4 to Registration Statement, SEC File No. 33-68420]

       4.2  1997  Stock Option Plan [Incorporated by reference  to  Exhibit
            10.31 to  the  Company's  annual report on Form 10-K for fiscal
            year ended December 31, 1997 (see File No. 1-12424)]

       5    Opinion of Rudnick & Wolfe

       23.1 Consent of Ernst & Young LLP (Chicago)

     	 23.2 Acknowledgement of Ernst & Young LLP (Chicago)       

     	 23.3 Consent of Ernst & Young LLP (Baltimore)	 

     	 23.4 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)

       24   Power of Attorney by the directors  and certain officers of the
            Company

ITEM 9. UNDERTAKINGS.

       (a) The undersigned registrant hereby undertakes:

            (1)  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;

                 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;

                 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;

            (2)  That, for the purpose  of  determining any liability under
                 the  Securities  Act  of 1933,  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.

            (3)  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.

       (b)  The undersigned registrant hereby undertakes that, for purposes
            of determining any liability under the Securities  Act of 1933,
            each  filing  of  the  registrant's  annual report pursuant  to
            Section 13(a) or section 15(d) of the  Securities  Exchange Act
            of  1934  (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.

       (c)  Insofar  as  indemnification  for liabilities arising under the
            Securities Act of 1933 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  in  connection  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.





<PAGE>
                            	SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities Act of 1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets all of  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 the City of Norton Shores, State of Michigan,
on this 10th day of June, 1998.

                              HORIZON GROUP, INC.


                              By: /S/ JAMES S. WASSEL
                                  James S. Wassel
                                  President and Chief Executive Officer

     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 date indicated.


<TABLE>
<CAPTION>
      
	SIGNATURE                TITLE                             DATE
<S>                            <C>                               <C>
Norman Perlmutter*             Director and Chairman of the       June 10, 1998
                               Board of Directors
James S. Wassel*               Director, President and Chief      June 10, 1998 
                               Executive Officer (Principal
                               Executive Officer and Principal
                               Financial Officer)
Douglas Crocker II*            Director                           June 10, 1998
William P. Dickey*             Director                           June 10, 1998
Norman R. Higo*                Director                           June 10, 1998
Ronald L. Piasecki*            Director                           June 10, 1998
Robert P. Perlmutter*          Director                           June 10, 1998
Martin Sherman*                Director                           June 10, 1998
Richard Stewart*               Assistant Controller (Principal    June 10, 1998
                               Accounting Officer)
___________________

*By: /S/ JAMES S. WASSEL       Individually and as                June 10, 1998
      James S. Wassel          Attorney-in-Fact



<PAGE>


This document constitutes part of a prospectus covering securities
    that have been registered under the Securities Act of 1933




                          _______________


                 	H O R I Z O N  G R O U P,  I N C.


                            SUMMARY OF

                      1997 STOCK OPTION PLAN

                                AND

                      RESTRICTED STOCK AWARDS














              THE DATE OF THIS SUMMARY IS JUNE 10, 1998.




<PAGE>
                        GENERAL INFORMATION


     The  1997  Stock  Option Plan (the "Plan") of Horizon Group, Inc. (the
"Company") and the restricted  stock  awards  awarded  by  the Company were
designed  to  benefit  the  Company in attracting and retaining  employees,
officers  and  directors  of  high   caliber  and  capabilities  through  a
comprehensive compensation program.


                      DESCRIPTION OF THE PLAN

1997 STOCK OPTION PLAN

     Pursuant to the Plan, the Company  may  from time to time on or before
February 28, 2007, grant to officers (whether  or  not  directors)  and key
employees  (including  consultants  and  advisors)  of  the Company and its
subsidiaries  (including  the  Operating Partnership) options  to  purchase
shares of the Company's common stock,  par  value  $.01  per share ("Common
Stock").   Options granted under the Plan may be either options  which  are
intended to be incentive stock options within the meaning of Section 422 of
the Internal  Revenue Code of 1986, as amended ("Incentive Stock Options"),
or options which  are  not  intended  to  be incentive stock options ("Non-
Statutory Options").  The aggregate number  of shares of Common Stock which
may be sold to all optionees pursuant to the  Plan  shall  not  exceed nine
hundred  and  fifty  thousand  (950,000)  shares.   Except  as specifically
provided  for in the Plan, the selection of optionees and determination  of
the form of  option  and  the  number  of shares allocated to each optionee
shall be made by a committee of disinterested  directors  of  the  Company.
The purchase price per share to be specified in any option granted pursuant
to  the Plan shall be not less than the fair market value of such stock  on
the date  such  option  is  granted,  and may be paid in cash, in shares of
Common Stock or in any combination thereof.   The  Board  of  Directors may
provide  for  the exercise of options under the Plan from time to  time  in
installments or  otherwise,  and may authorize the granting of such options
upon such other terms and conditions  and  for such periods up to ten years
from  the  date of grant as it may in its discretion  determine;  provided,
however, that  any  option granted under the Plan shall not be transferable
by the optionee other  than by will or the laws of descent and distribution
and may be exercisable during such optionee's lifetime only by the optionee
or  by  such  optionee's guardian  or  legal  representative;  and  further
provided, however,  that the aggregate fair market value (determined at the
time an option is granted)  of shares with respect to which Incentive Stock
Options are exercisable for the  first  time  by  an  optionee  during  any
calendar  year  (under  all incentive stock option plans of the Company and
any subsidiary corporations of the Company) shall not exceed $100,000.

     The Company may also  from  time  to  time  grant to the holder of any
option  issued  under  the  Plan  the  right  to  elect to  exercise  stock
appreciation  rights  with  respect  to all or any portion  of  the  shares
subject  to  such  option  in  lieu of such  option  rights  thereunder  by
surrendering the option rights as  to  all or such portion of the shares as
to which option rights shall at such time be exercisable under such option,
and receiving, with respect to each share  as to which option rights are so
surrendered, an amount in payment equal to the  excess  of  the fair market
value  of  such  share  on  the  date of surrender over the purchase  price
specified for such share in the option.   Such payment may be made in cash,
in shares of Common Stock or in any combination  thereof,  subject,  in the
case  of  cash,  to  the  consent  of the Company.  The number of shares of
Common Stock to be issued and delivered by the Company upon the exercise of
stock appreciation rights under the  Plan  shall  be determined by dividing
the amount of the payment to be made in the form of  shares of Common Stock
by  the  fair market value of a share of Common Stock as  of  the  date  of
surrender,  and  the  value  of  any  fractional share shall be paid by the
Company in cash.  No stock appreciation  right  shall,  in  any  event,  be
exercisable  within  six  months of the date of its grant.  For purposes of
determining the aggregate number  of  shares  of  Common  Stock sold to all
optionees pursuant to the Plan, each share as to which option  rights  have
been  surrendered  upon  the exercise of stock appreciation rights shall be
treated as if it were a share sold under the Plan.

     At any time an optionee  is required to pay to the optionee's employer
an amount required to be withheld  under  applicable  income  tax  laws  in
connection  with  the  exercise of a Non-Statutory Option, the optionee may
satisfy this obligation in whole or in part by electing (the "Election") to
have the Company withhold  shares  of  Common Stock having a value equal to
the amount required to be withheld.  The value of the shares to be withheld
shall be based on the fair market value of such shares on the date that the
amount  of  tax  to  be withheld shall be determined  ("Tax  Date").   Each
Election must be made  prior  to the Tax Date.  The Board may disapprove of
any Election or may suspend or  terminate  the right to make Elections.  An
Election is irrevocable.

     If the optionee is an officer or director  of  the  Company within the
meaning of Section 16 of the Securities Exchange Act of 1934,  as  amended,
then the Election is subject to the following additional restrictions:

     A.   No Election shall be effective for a Tax Date which occurs within
six months of the grant of the option.

     B.   The Election must be made either six months prior to the Tax Date
or  must  be  made  during  a  period  beginning  on the third business day
following the date of release for publication of the Company's quarterly or
annual summary statements of sales and earnings and  ending  on the twelfth
business day following such date.

     In  the event of a stock dividend, stock split, combination  or  other
reduction  in  the  number  of  issued shares of Common Stock, the Board of
Directors may make such adjustments  in  the  number  of unpurchased shares
subject to the Plan, the number of shares subject to options outstanding in
the  Plan,  the exercise price specified in options outstanding  under  the
Plan, and the  number  of  shares  subject  to  stock  appreciation  rights
outstanding  under  the  Plan  as  it  may  determine to be appropriate and
equitable.   In  the  event of a merger, consolidation,  reorganization  or
dissolution of the Company, or the sale or exchange of substantially all of
the Company's assets, the  rights  under  options  and  stock  appreciation
rights outstanding under the Plan shall terminate, except to the extent and
subject to such adjustments as may be provided by the Board of Directors or
by   the   terms  of  the  plan  or  agreement  of  merger,  consolidation,
reorganization, dissolution or sale or exchange of such assets.

     The  Board  of  Directors  may,  in  its  discretion,  prescribe  such
provisions  and interpretations as it shall deem necessary or desirable for
the implementation of the Plan.  The Board of Directors of the Company may,
without  shareholder  consent,  amend  the  Plan;  provided,  however,  any
amendment  that  would  (i)  materially  increase  the benefits accruing to
participants  thereunder,  (ii) materially increase the  number  of  shares
which may be issued thereunder, or (iii) materially modify the requirements
as to eligibility for participation  thereunder, must be approved by a vote
of the shareholders of the Company.

RESTRICTED STOCK AWARDS

     Pursuant to employment arrangements with certain of its employees, the
Company has issued, and may issue in the  future  to such employees, shares
of Common Stock.

RESALES

     Persons  who are not officers or directors of the  Company  ordinarily
may publicly resell  shares  acquired  under the Plan or a restricted stock
award without registration under the Securities  Act  of  1933,  as amended
(the "Act"), in reliance on Section 4(1) thereof.  Officers or directors of
the  Company  may not publicly resell shares acquired under the Plan  or  a
restricted  stock  award  without  separate  registration  under  the  Act,
amendment to the registration statement which relates to the Shares offered
hereby, compliance with Rule 144 promulgated under the Act or reliance upon
another exemption under the Act.

     An officer  or  director  of  the  Company  who purchases common stock
(other than an acquisition by exercise of an option granted under the Plan)
of  the  Company  within  six  months before or after the  sale  of  shares
(whether the shares sold were acquired  by exercises of the options granted
under the Plan or otherwise) may be obligated  under  Section  16(b) of the
Securities  Exchange  Act  of  1934,  and the Rules and Regulations of  the
Securities and Exchange Commission promulgated  thereunder,  to  pay to the
Company all or a portion of the amount of the sales price received  for the
shares sold in excess of the price paid for the shares purchased.  Officers
and  directors  of the Company are advised to consult with their individual
counsel in this regard prior to the purchase or sale of any such shares.


                 FEDERAL INCOME TAX CONSEQUENCES

CONSEQUENCES TO THE OPTIONEE UNDER THE PLAN

     Under present  law,  upon the grant and exercise of an Incentive Stock
Option, an optionee will not  recognize  taxable  income for federal income
tax purposes (except as set forth below).  However, the amount by which the
fair market value of the stock at the time of exercise  exceeds  the option
price  will  be  treated as an adjustment to taxable income for alternative
minimum tax purposes.   If  the  optionee  does not dispose of the stock so
acquired until more than one year after the  transfer  of the stock to him,
and until more than two years after the option was granted,  gain  or  loss
recognized  on  the  subsequent disposition of the stock will be treated as
long term capital gain  or  loss.   Such  gain  or  loss is computed as the
difference between the exercise price and the sale price.   If the stock is
disposed of prior to those times, the optionee will recognize  compensation
taxable  as  ordinary  income  in an amount equal to the lesser of (i)  the
excess of the fair market value  of  the stock on the date of exercise over
the option price, or (ii) the amount of  gain recognized if the disposition
is a taxable sale or exchange.  The balance  of  gain  recognized,  if any,
will  constitute  capital  gain  income.   If  an Incentive Stock Option is
exercised and payment is made by means of previously  held  stock, there is
no gain or loss recognized to the optionee unless the previously held stock
was  acquired pursuant to an Incentive Stock Option and has not  been  held
for the  minimum  statutory  holding  period  that  is required in order to
receive  the preferential tax treatment accorded Incentive  Stock  Options.
In such case,  the transfer will be deemed a disposition of such previously
held stock and the  optionee  will recognize income in the manner described
above.

     Under present law, upon the  granting  of  a  Non-Statutory Option, an
optionee does not recognize taxable income for federal  income tax purposes
unless  the  option, at the time of its grant, has a readily  ascertainable
fair market value.   Generally,  an  option  will  be  treated  as having a
readily  ascertainable  fair  market  value  only if the option is actively
trade on an established market.  Since any options to be issued pursuant to
the Plan will not be actively traded on an established  market,  no taxable
income should be recognized for federal income tax purposes by an  optionee
upon  the  granting  of  such  options.   However,  upon the exercise of an
untraded  Non-Statutory  Option,  the optionee will recognize  compensation
taxable as ordinary income in an amount  equal  to  the  excess of the fair
market  value  of the stock acquired, determined at the time  of  exercise,
over the option  price.  Upon receipt of payment from the exercise of stock
appreciation  rights   by   an   optionee,   the  optionee  will  recognize
compensation taxable as ordinary income in an  amount  equal  to the sum of
any cash payment and the fair market value of any stock received determined
at the time of such payment.

     Special  rules  govern  recognition of income by optionees subject  to
Section 16(b) of the Securities Exchange Act of 1934.

     If a Non-Statutory Stock  Option  is  exercised and payment is made by
means of previously held stock, or such stock and cash, there is no gain or
loss recognized to the optionee on the previously  held  stock.  The number
of shares equal to the number delivered as payment of the  option  exercise
price  will  have  a  tax  basis  equal  to  that  of the shares originally
exchanged and the holding period will include the holding  period  for  the
shares originally exchanged.  The remaining number of newly acquired shares
will  have a tax basis equal to the amount of any cash paid by the optionee
plus, the   compensation  realized  by  the optionee for federal income tax
purposes, and the holding period for such  shares commences on the date the
option is exercised.

     Net  capital gains may in some situations  enjoy  more  favorable  tax
treatment than  ordinary income because they are taxed at a maximum rate of
28%,  while  ordinary   income  is  taxed  at  a  maximum  rate  of  39.6%.
Additionally, the distinction between capital gains and ordinary income may
be significant to an individual  depending on his particular tax situation.
The adjustment to taxable income for  alternative minimum tax purposes that
may arise from exercise of an Incentive  Stock Option may be significant to
an optionee.  The optionee may be entitled  to a credit against his regular
tax liability in subsequent years for the amount of alternative minimum tax
liability incurred in the year of exercise attributable to such adjustment.
Moreover, solely for the purposes of determining  alternative  minimum  tax
liability,  the  basis of the stock will be increased by the amount of such
adjustment.

CONSEQUENCES TO THE COMPANY OF THE PLAN

     To the extent  an  individual  optionee  qualifies  for  capital  gain
treatment,  neither the Company nor its subsidiaries will be entitled to  a
deduction for  federal  income tax purposes in connection with the grant or
exercise of the option.   In  other  cases, the Company or its subsidiaries
will generally receive a federal income tax deduction in the same amount as
the amount which is taxable to the employee as compensation.

     For financial accounting purposes  under generally accepted accounting
principles presently in effect, the grant  or  exercise  of  a stock option
(which  does  not include stock appreciation rights) does not result  in  a
charge to the Company's  net  income.   A stock option which includes stock
appreciation rights, in general, results in a charge to income based on the
amount payable under the right less the applicable tax benefit.

     None of the Plans are qualified under  Section  401(a) of the Internal
Revenue Code of 1986 (the "Code") as amended, nor subject to any provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").

CONSEQUENCES TO RECIPIENTS OF RESTRICTED STOCK AWARDS.

     During  each year a recipient is issued restricted  shares  of  Common
Stock by the Company,  he  or  she  will  recognize compensation taxable as
ordinary income in an amount equal to fair  market  value of such shares as
of the date of their grant.

CONSEQUENCES TO THE COMPANY UNDER THE EMPLOYMENT AGREEMENT.

     During  each  year  the Company issues restricted stock,  it  will  be
entitled to a federal income tax deduction in the same amount as the amount
which is taxable to the recipient as compensation.


                DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents  filed  with  the  Securities  and  Exchange
Commission by the Company  pursuant to the Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:


     1.   The Company's annual  report  on Form 10-K and Amendment No. 1 on
          Form 10-K/A for the year ended December 31, 1997.

     2.   The Company's current report on Form 8-K dated February 1, 1998.

     3.   The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1998.

     4.   The Company's current report on Form 8-K dated April 1, 1998.

     5.   Item  1  of  the Company's registration  statement  on  Form  8-A
          registering  its   Common   Stock  under  Section  12(b)  of  the
          Securities Exchange Act of 1934.

     6.   The  Company's  definitive  Proxy   Statement   relating  to  the
          Company's  Special  Meeting of Shareholders dated May  14,  1998,
          contained in the Registration Statement on Form S-4 of Sky Merger
          Corp. (Registration No. 333-51285).

     7.   All documents filed by  the  Company  pursuant to Sections 13(a),
          13(c),  14  and  15(d)  of the Securities Exchange  Act  of  1934
          subsequent to the date hereof  and  prior  to  the  filing  of  a
          post-effective  amendment  which  indicates  that  all securities
          offered hereby have been sold or which deregisters all securities
          then remaining unsold.

     The  Company will provide without charge to each optionee  to  whom  a
copy of this  Summary  is  delivered, on the written or oral request of any
such person, additional information  concerning  the Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to  the Secretary, Horizon
Group, Inc., 5000 Hakes Drive, Norton Shores, Michigan  49441,  (616)  728-
9100.


</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 47526}]
{"company-data": {"conformed-name": "HORIZON GROUP INC", "cik": "0000911645", "assigned-sic": "6798", "irs-number": "382559212", "state-of-incorporation": "MI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09008", "film-number": "00000000"}, "business-address": {"street1": "5000 HAKES DR", "city": "NORTON SHORES", "state": "MI", "zip": "49441", "phone": "6167989100"}, "mail-address": {"street1": "5000 HAKES DRIVE", "city": "NORTON SHORES", "state": "MI", "zip": "49441"}, "former-company": [{"former-conformed-name": "HGI REALTY INC", "date-changed": "19950720"}, {"former-conformed-name": "HORIZON OUTLET CENTERS INC", "date-changed": "19930907"}]}
THIS DOCUMENT IS A COPY OF THE REGISTRATION STATEMENT FILED ON 
      JUNE 10, 1998 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION

              	SECURITIES AND EXCHANGE COMMISSION
                  	WASHINGTON, D.C.  20549

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

                          HORIZON GROUP, INC.
    (EXACT  NAME  OF  REGISTRANT  AS  SPECIFIED IN ITS CHARTER)

            MICHIGAN                                 	38-2559212
 (STATE OR OTHER JURISDICTION OF	 	(IRS EMPLOYER IDENTIFICATION NO.)
  INCORPORATION OR ORGANIZATION)       
 
          

                            5000 HAKES DRIVE
                         NORTON SHORES, MICHIGAN 49441
                    (ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES)

                  
                      		1997 STOCK OPTION PLAN
                      AND RESTRICTED STOCK AWARDS
                       (Full title of the plans)

                             JAMES S. WASSEL
                                PRESIDENT
                           HORIZON GROUP, INC.
                            5000 HAKES DRIVE
                       NORTON SHORES, MICHIGAN 49441
                             (616) 798-9100
             (NAME, ADDRESS, INCLUDING ZIP CODE, AND  TELEPHONE NUMBER,
                    INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                               COPIES TO:

                         ERROL R. HALPERIN, ESQ.
                           HAL M. BROWN, ESQ.
                             RUDNICK & WOLFE
                         203 NORTH LASALLE STREET
                                SUITE 1800
                         CHICAGO, ILLINOIS  60601
                              (312) 368-4000
                              (312) 236-7516 (TELECOPIER)

                      CALCULATION OF REGISTRATION FEE
TITLE OF EACH 		          AMOUNT TO BE   PROPOSED    PROPOSED    AMOUNT OF
CLASS OF       	          REGISTERED     MAXIMUM     MAXIMUM     REGISTRATION 
SECURITIES TO                            OFFERING    AGGREGATE   FEE
BE REGISTERED                            PRICE       OFFERING 
		                                       PER SHARE   PRICE{*}
COMMON STOCK, PAR VALUE
$.01 PER SHARE........    707,108        $   *       $7,785,783   $25,953
{*}     PURSUANT  TO  RULE  457(C)  AND  457(H), THE REGISTRATION FEE HAS BEEN
        CALCULATED ON THE BASIS OF THE ACTUAL  PRICE  PER SHARE ($12.50, $10.25
        $12.82 AND $10.91) AT WHICH THE OUTSTANDING OPTIONS  MAY  BE  EXERCISED,
        THE  AVERAGE  OF  THE  HIGH  AND LOW SALES PRICES ON THE NEW YORK STOCK
        EXCHANGE COMPOSITE TAPE (THE "NYSE") ON THE DATE OF GRANT ($15.8125 AND
        $12.25) AND WITH REGARD TO THE REMAINING SHARES, ON THE BASIS OF $11.50
        PER SHARE, THE AVERAGE OF THE  HIGH  AND  LOW SALE PRICES OF THE COMMON
        STOCK ON THE NYSE ON JUNE 3, 1998.
PROSPECTUS

                 			707,108 SHARES

           		      HORIZON GROUP, INC.

                 			COMMON STOCK

     Horizon  Group,  Inc. (the "Company") is one of  the  largest  owners,
operators and developers  of  outlet centers in the United States, based on
total gross leasable area.  The  Company  is  a self-administered and self-
managed real estate investment trust for federal income tax purposes.

     All of the shares of common stock, par value  $.01  per share ("Common
Stock"),  offered  hereby are being sold by the Selling Stockholders.   See
"Selling Stockholders."  The Company will not receive any proceeds from the
sale of the Common Stock.   The Company's Common Stock is traded on the New
York Stock Exchange under the symbol "HGI."

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
        THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
         SECURITIES COMMISSION, NOR HAS THE SECURITIES AND
           EXCHANGE COMMISSION OR ANY STATE SECURITIES
          COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
            OF THIS PROSPECTUS.  ANY REPRESENTATION TO
                THE CONTRARY IS A CRIMINAL OFFENSE.

                            JUNE 10, 1998
NO DEALER, SALESMAN OR ANY  OTHER  PERSON  HAS BEEN AUTHORIZED TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER  THAN  THOSE CONTAINED
IN  THIS  PROSPECTUS  IN CONNECTION WITH THE OFFER MADE BY THIS  PROSPECTUS
AND, IF GIVEN OR MADE,  SUCH  INFORMATION  OR  REPRESENTATIONS  MUST NOT BE
RELIED  UPON  AS  HAVING  BEEN  AUTHORIZED  BY  THE  COMPANY  OR ANY OF THE
UNDERWRITERS.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO  SELL OR THE
SOLICITATION  OF  ANY  OFFER  TO BUY ANY SECURITY OTHER THAN THE SHARES  OF
COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER  TO  BUY  THE SHARES OF COMMON STOCK BY
ANYONE  IN  ANY JURISDICTION IN WHICH SUCH OFFER  OR  SOLICITATION  IS  NOT
AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO  DO  SO,  OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION.   NEITHER  THE  DELIVERY  OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION
THAT INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY  TIME  SUBSEQUENT TO
THE DATE HEREOF.

                       AVAILABLE INFORMATION

     The  Company  is  subject  to  the  informational requirements of  the
Securities Exchange Act of 1934, as amended  (the  "Exchange  Act"), and in
accordance therewith files reports, proxy statements and other  information
with  the  Securities  and  Exchange  Commission (the "Commission").   Such
reports and other information can be inspected  and  copied  at  the public
reference facilities maintained by the Commission at Judiciary Plaza,  Room
1024,  450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional  Offices  of  the  Commission:   New York Regional Office, 7 World
Trade Center, Suite 1300, New York, New York  10048;  and  Chicago Regional
Office, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661.  Copies
of such material can be obtained from the Public Reference Section  of  the
Commission   at  Judiciary  Plaza,  Room  1024,  450  Fifth  Street,  N.W.,
Washington, D.C.  20549,  at  prescribed rates.  The Commission maintains a
Web site that contains reports,  proxy and information statements and other
information  regarding  registrants   that  file  electronically  with  the
Commission.    The   address   of   the   Commission's    Web    site   is:
http://www.sec.gov.    Reports,  proxy  statements  and  other  information
concerning the Company also may be inspected at the offices of the New York
Stock Exchange where the Company's Common Stock is listed.

     The Company has filed  with the Commission a Registration Statement on
Form S-8 (of which this Prospectus  is  a part) under the Securities Act of
1933,  as amended (the "Securities Act") with  respect  to  the  securities
offered  hereby.   This Prospectus does not contain all the information set
forth in the Registration  Statement,  certain  portions of which have been
omitted  as  permitted  by  the rules and regulations  of  the  Commission.
Statements contained in this  Prospectus  as to the content of any contract
or  other  document  are not necessarily complete,  and  in  each  instance
reference is made to the  copy  of such contract or other document filed as
an  exhibit  to  the  Registration Statement,  each  such  statement  being
qualified in all respects  by such reference and the exhibits and schedules
hereto.  For further information regarding the Company and the Common Stock
offered hereby, reference is  hereby made to the Registration Statement and
to such exhibits and schedules,  which  can  be inspected without charge at
the  principal  office  of  the Commission at Judiciary  Plaza,  450  Fifth
Street, N.W., Washington, D.C., 20549, and copies may be obtained therefrom
upon payment of the fees prescribed by the Commission.

     The Company will provide  without  charge  to each person to whom this
Prospectus is delivered, on written or oral request  of such person, a copy
(without  exhibits)  of  any  and  all  documents  incorporated  herein  by
reference.  Requests for such copies should be directed to the Secretary at
5000 Hakes Drive, Norton Shores, Michigan 49441, Telephone (616) 798-9100.
SELLING STOCKHOLDERS

     All  of  the  shares of Common Stock subject to this  Prospectus  were
awarded to certain employees  and  officers  of  the  Company (the "Selling
Stockholders")  in  order  to provide such employees and officers  with  an
equity interest in the Company.   The  following table sets forth the names
of certain of the Selling Stockholders eligible  to  resell Common Stock of
the Company awarded to them and the maximum number of  shares  that  may be
resold pursuant to this Prospectus.
MAXIMUM SHARES

	SELLING STOCKHOLDER               TO BE SOLD
Paul Camarato                        35,000
	Gary S. Duncan                        2,108
	Amy Essex                            15,000
	Stephen J. Moore                     80,000
	Norman Perlmutter                   125,000
	James Wassel                        450,000
PLAN OF DISTRIBUTION

     The  shares may be sold from time to time by the Selling Stockholders,
or by pledgees,  donees, transferees or other successors in interest.  Such
sales may be made  on  one  or  more  exchanges  or in the over-the-counter
market  or otherwise at prices and at terms then prevailing  or  at  prices
related to  the  then  current market price, or in negotiated transactions.
The shares may be sold by  one or more of the following:  (a) a block trade
in which the broker or dealer so engaged will attempt to sell the shares as
agent but may position and resell  a  portion  of the block as principal to
facilitate  the  transaction;  (b)  purchases  by  a broker  or  dealer  as
principal and resale by such broker or dealer for its  account  pursuant to
this prospectus; (c) an exchange distribution in accordance with  the rules
of  such exchange; and (d) ordinary brokerage transactions and transactions
in which  the  broker  solicits purchasers.  In effecting sales, brokers or
dealers engaged by the Selling  Shareholders  may arrange for other brokers
or dealers to participate.  Brokers or dealers  will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior  to  the sale.  Such brokers or dealers and any  other  participating
brokers or dealers may be deemed to be "underwriters" within the meaning of
the Securities Act in connection with such sales.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The  following  documents  filed  with  the  Securities  and  Exchange
Commission  by the Company pursuant to the Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:

     1.   The  Company's  annual report on Form 10-K and Amendment No. 1 on
          Form 10-K/A for the year ended December 31, 1997.

     2.   The Company's current report on Form 8-K dated February 1, 1998.

     3.   The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1998.

     4.   The Company's current report on Form 8-K dated April 1, 1998.

     5.   Item  1  of the Company's  registration  statement  on  Form  8-A
          registering   its   Common  Stock  under  Section  12(b)  of  the
          Securities Exchange Act of 1934.

     6.   The  Company's  definitive   Proxy   Statement  relating  to  the
          Company's Special Meeting of Shareholders  dated  May  14,  1998,
          contained  in  the  Registration   Statement  on  Form S-4 of Sky
          Merger Corp. (Registration No. 333-51285).

     7.   All  documents  filed by the Company pursuant to Sections  13(a),
          13(c), 14 and 15(d)  of  the  Securities  Exchange  Act  of  1934
          subsequent  to  the  date  hereof  and  prior  to the filing of a
          post-effective  amendment  which  indicates  that all  securities
          offered hereby have been sold or which deregisters all securities
          then remaining unsold.

     The  Company will provide without charge to each optionee  to  whom  a
copy of this  Summary  is  delivered, on the written or oral request of any
such person, additional information  concerning  the Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to  the Secretary, Horizon
Group, Inc., 5000 Hakes Drive, Norton Shores, Michigan  49441,  (616)  728-
9100.

     All  documents  filed  by  the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d)  of  the  Exchange Act after the date of
this  Prospectus and prior to the termination of  this  offering  shall  be
deemed  to  be  incorporated  by reference into this Prospectus and to be a
part  hereof from the date of filing  of  such  documents.   Any  statement
contained  in  a  document  incorporated  or  deemed  to be incorporated by
reference  herein or contained in this Prospectus shall  be  deemed  to  be
supplemented, modified or superseded for purposes of this Prospectus 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
supplements, modifies  or supersedes such statement.  Any such statement so
modified or superseded shall  not  be  deemed  to constitute a part of this
Prospectus.

                           LEGAL MATTERS

     The validity of the shares offered hereby is being passed upon for the
Company by Rudnick & Wolfe, Chicago, Illinois.
PART II

        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.INCORPORATION OF DOCUMENTS BY REFERENCE.

       The  following  documents  filed  with the Securities  and  Exchange
Commission by the Company pursuant to the  Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:

       1.   The Company's annual report on Form 10-K and Amendment No. 1 on
            Form 10-K/A for the year ended December 31, 1997.

       2.   The Company's current report on  Form  8-K  dated  February  1,
            1998.

       3.   The  Company's  quarterly  report  on Form 10-Q for the quarter
            ended March 31, 1998.

       4.   The Company's current report on Form 8-K dated April 1, 1998.

       5.   Item  1 of the Company's registration  statement  on  Form  8-A
            registering  its  Common  Stock  under  Section  12(b)  of  the
            Securities Exchange Act of 1934.

       6.   The  Company's  definitive  Proxy  Statement  relating  to  the
            Company's  Special  Meeting of Shareholders dated May 14, 1998,
            contained in the Registration  on  From S-4 of Sky Merger Corp.
            (Registration No. 333-51285).

       7.   All documents filed by the Company pursuant  to Sections 13(a),
            13(c),  14  and 15(d) of the Securities Exchange  Act  of  1934
            subsequent to  the  date  hereof  and  prior to the filing of a
            post-effective amendment which indicates  that  all  securities
            offered   hereby  have  been  sold  or  which  deregisters  all
            securities then remaining unsold.

       The Company will  provide  without charge to each optionee to whom a
copy of this Summary is delivered,  on  the  written or oral request of any
such person, additional information concerning  the  Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to the  Secretary, Horizon
Group,  Inc., 5000 Hakes Drive, Norton Shores, Michigan 49441,  (616)  728-
9100.

ITEM 4. DESCRIPTION OF SECURITIES.

       Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

       An  opinion  with  respect to the legality of shares of common stock
subject to stock options is  being  given  by  Rudnick  &  Wolfe, 203 North
LaSalle Street, Chicago, Illinois, 60601, counsel for the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

       The  Michigan  Business  Corporation  Act,  as amended (the  "MBCA")
permits a Michigan corporation to include in its articles  of incorporation
a provision eliminating or limiting the liability of its directors  to  the
corporation  or  its  shareholders  for  money  damages for a breach of the
director's fiduciary duty, except for (i) receipt  of  an improper personal
benefit;  (ii)  breach  of  the duty of loyalty to the corporation  or  its
shareholders; (iii) acts or omissions  not  taken  in  good  faith  or that
involve  intentional misconduct or knowing violations of the law; (iv)  act
or omission  occurring  prior  to  the  date  when  the  provision  becomes
effective; (v) declaring a dividend or distribution, or granting a loan  to
a  shareholder,  director  or  officer,  in  violation  of  the MBCA or the
corporation's  articles  of  incorporation  or  bylaws.   The  Articles  of
Incorporation of the Company include such a provision which eliminates such
liability to the fullest extent permitted by the MBCA.

       The  Articles  of  Incorporation  of  the  Company  authorize it  to
indemnify  its  present  and former officers and directors and  to  pay  or
reimburse expenses in advance of the final disposition of the proceeding to
the maximum extent permitted from time to time by the laws of Michigan.  It
further authorizes the Company's  directors  to  indemnify  any person with
whom  the Company has dealings.  The Bylaws of the Company obligate  it  to
indemnify and advance expenses to present and former directors and officers
to the maximum extent permitted by Michigan law.

       Under the MBCA, a corporation has the power to indemnify its present
or former directors and officers, among others, against expenses, including
attorneys' fees, judgments, penalties, fines and amounts paid in settlement
actually  and  reasonably  incurred  by  him or her in connection with such
action or proceeding if: (i) the person acted in good faith and in a manner
he  or  she  reasonably believed to be in, or  not  opposed  to,  the  best
interests of the  corporation or its shareholders; and (ii) with respect to
any criminal action or proceeding, if the person had no reasonable cause to
believe his or her  conduct  was  unlawful.  In addition, the MBCA requires
the Company, as a condition to advancing  expenses, to obtain (i) a written
affirmation by the person of his or her good  faith  belief  that he or she
has  met  the  standard  of  conduct necessary for indemnification  by  the
Company as authorized by its Bylaws  and  (ii) a written statement by or on
his or her behalf to repay the amount paid  or reimbursed by the Company if
it shall ultimately be determined that the standard of conduct was not met;
and if a determination is made that the facts  then  known  to those making
the determination would not preclude indemnification under the MBCA.

       The Company has entered into indemnification agreements with each of
its  directors  and  officers.  Such agreements provide for indemnification
against expenses incurred  in connection with, as well as judgments, fines,
and amounts paid in settlement  resulting from, any threatened, pending, or
completed   action,   suit   or  proceeding,   whether   civil,   criminal,
administrative, or investigative,  by  reason of the fact that he or she is
or was a director, officer, employee or  agent of the Company, or is or was
serving  at  the request of the Company as a  director,  trustee,  officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise  as  long  as  such  amounts  have  been  actually  and
reasonably incurred by the indemnitee.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

       Exemption  from the registration provisions of the Securities Act of
1933 for all outstanding  shares  of  Common Stock registered for resale by
Gary S. Duncan and 15,000 shares of Common  Stock by James S. Wassel hereby
was claimed under 4(2) of the Securities Act  and the rules and regulations
promulgated thereunder on the basis that such transactions  did not involve
any public offering, the purchasers were sophisticated with access  to  the
kind of information registration would provide and that purchasers acquired
such  securities  without  a  view  toward  the  distribution  thereof.  In
addition,  exemption from the registration provisions of the Securities Act
was also claimed  under  Section  3(b)  of the Securities Act and rules and
regulations promulgated thereunder on the  basis  that such securities were
sold  pursuant  to a written compensatory benefit plan  or  pursuant  to  a
written contract  relating  to  compensation  and  not  for capital raising
purposes under Rule 701 of the Securities Act.

ITEM 8. EXHIBITS.

       4.1  Specimen Common Stock Certificate [Incorporated by reference to
            Exhibit 4 to Registration Statement, SEC File No. 33-68420]

       4.2  1997  Stock Option Plan [Incorporated by reference  to  Exhibit
            10.31 to  the  Company's  annual report on Form 10-K for fiscal
            year ended December 31, 1997 (see File No. 1-12424)]

       5    Opinion of Rudnick & Wolfe

       23.1 Consent of Ernst & Young LLP (Chicago)

     	 23.2 Acknowledgement of Ernst & Young LLP (Chicago)       

     	 23.3 Consent of Ernst & Young LLP (Baltimore)	 

     	 23.4 Consent of Rudnick & Wolfe (contained in Exhibit 5 hereof)

       24   Power of Attorney by the directors  and certain officers of the
            Company

ITEM 9. UNDERTAKINGS.

       (a) The undersigned registrant hereby undertakes:

            (1)  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;

                 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;

                 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;

            (2)  That, for the purpose  of  determining any liability under
                 the  Securities  Act  of 1933,  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.

            (3)  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.

       (b)  The undersigned registrant hereby undertakes that, for purposes
            of determining any liability under the Securities  Act of 1933,
            each  filing  of  the  registrant's  annual report pursuant  to
            Section 13(a) or section 15(d) of the  Securities  Exchange Act
            of  1934  (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.

       (c)  Insofar  as  indemnification  for liabilities arising under the
            Securities Act of 1933 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  in  connection  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.
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities Act of 1933,  the
registrant  certifies that it has reasonable grounds  to  believe  that  it
meets all of  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 the City of Norton Shores, State of Michigan,
on this 10th day of June, 1998.

                              HORIZON GROUP, INC.

                              By: /S/ JAMES S. WASSEL
                                  James S. Wassel
                                  President and Chief Executive Officer

     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 date indicated.
SIGNATURE                TITLE                             DATE
Norman Perlmutter*             Director and Chairman of the       June 10, 1998
                               Board of Directors
James S. Wassel*               Director, President and Chief      June 10, 1998 
                               Executive Officer (Principal
                               Executive Officer and Principal
                               Financial Officer)
Douglas Crocker II*            Director                           June 10, 1998
William P. Dickey*             Director                           June 10, 1998
Norman R. Higo*                Director                           June 10, 1998
Ronald L. Piasecki*            Director                           June 10, 1998
Robert P. Perlmutter*          Director                           June 10, 1998
Martin Sherman*                Director                           June 10, 1998
Richard Stewart*               Assistant Controller (Principal    June 10, 1998
                               Accounting Officer)
___________________

*By: /S/ JAMES S. WASSEL       Individually and as                June 10, 1998
      James S. Wassel          Attorney-in-Fact
This document constitutes part of a prospectus covering securities
    that have been registered under the Securities Act of 1933

                          _______________

                 	H O R I Z O N  G R O U P,  I N C.

                            SUMMARY OF

                      1997 STOCK OPTION PLAN

                                AND

                      RESTRICTED STOCK AWARDS

              THE DATE OF THIS SUMMARY IS JUNE 10, 1998.
GENERAL INFORMATION

     The  1997  Stock  Option Plan (the "Plan") of Horizon Group, Inc. (the
"Company") and the restricted  stock  awards  awarded  by  the Company were
designed  to  benefit  the  Company in attracting and retaining  employees,
officers  and  directors  of  high   caliber  and  capabilities  through  a
comprehensive compensation program.

                      DESCRIPTION OF THE PLAN

1997 STOCK OPTION PLAN

     Pursuant to the Plan, the Company  may  from time to time on or before
February 28, 2007, grant to officers (whether  or  not  directors)  and key
employees  (including  consultants  and  advisors)  of  the Company and its
subsidiaries  (including  the  Operating Partnership) options  to  purchase
shares of the Company's common stock,  par  value  $.01  per share ("Common
Stock").   Options granted under the Plan may be either options  which  are
intended to be incentive stock options within the meaning of Section 422 of
the Internal  Revenue Code of 1986, as amended ("Incentive Stock Options"),
or options which  are  not  intended  to  be incentive stock options ("Non-
Statutory Options").  The aggregate number  of shares of Common Stock which
may be sold to all optionees pursuant to the  Plan  shall  not  exceed nine
hundred  and  fifty  thousand  (950,000)  shares.   Except  as specifically
provided  for in the Plan, the selection of optionees and determination  of
the form of  option  and  the  number  of shares allocated to each optionee
shall be made by a committee of disinterested  directors  of  the  Company.
The purchase price per share to be specified in any option granted pursuant
to  the Plan shall be not less than the fair market value of such stock  on
the date  such  option  is  granted,  and may be paid in cash, in shares of
Common Stock or in any combination thereof.   The  Board  of  Directors may
provide  for  the exercise of options under the Plan from time to  time  in
installments or  otherwise,  and may authorize the granting of such options
upon such other terms and conditions  and  for such periods up to ten years
from  the  date of grant as it may in its discretion  determine;  provided,
however, that  any  option granted under the Plan shall not be transferable
by the optionee other  than by will or the laws of descent and distribution
and may be exercisable during such optionee's lifetime only by the optionee
or  by  such  optionee's guardian  or  legal  representative;  and  further
provided, however,  that the aggregate fair market value (determined at the
time an option is granted)  of shares with respect to which Incentive Stock
Options are exercisable for the  first  time  by  an  optionee  during  any
calendar  year  (under  all incentive stock option plans of the Company and
any subsidiary corporations of the Company) shall not exceed $100,000.

     The Company may also  from  time  to  time  grant to the holder of any
option  issued  under  the  Plan  the  right  to  elect to  exercise  stock
appreciation  rights  with  respect  to all or any portion  of  the  shares
subject  to  such  option  in  lieu of such  option  rights  thereunder  by
surrendering the option rights as  to  all or such portion of the shares as
to which option rights shall at such time be exercisable under such option,
and receiving, with respect to each share  as to which option rights are so
surrendered, an amount in payment equal to the  excess  of  the fair market
value  of  such  share  on  the  date of surrender over the purchase  price
specified for such share in the option.   Such payment may be made in cash,
in shares of Common Stock or in any combination  thereof,  subject,  in the
case  of  cash,  to  the  consent  of the Company.  The number of shares of
Common Stock to be issued and delivered by the Company upon the exercise of
stock appreciation rights under the  Plan  shall  be determined by dividing
the amount of the payment to be made in the form of  shares of Common Stock
by  the  fair market value of a share of Common Stock as  of  the  date  of
surrender,  and  the  value  of  any  fractional share shall be paid by the
Company in cash.  No stock appreciation  right  shall,  in  any  event,  be
exercisable  within  six  months of the date of its grant.  For purposes of
determining the aggregate number  of  shares  of  Common  Stock sold to all
optionees pursuant to the Plan, each share as to which option  rights  have
been  surrendered  upon  the exercise of stock appreciation rights shall be
treated as if it were a share sold under the Plan.

     At any time an optionee  is required to pay to the optionee's employer
an amount required to be withheld  under  applicable  income  tax  laws  in
connection  with  the  exercise of a Non-Statutory Option, the optionee may
satisfy this obligation in whole or in part by electing (the "Election") to
have the Company withhold  shares  of  Common Stock having a value equal to
the amount required to be withheld.  The value of the shares to be withheld
shall be based on the fair market value of such shares on the date that the
amount  of  tax  to  be withheld shall be determined  ("Tax  Date").   Each
Election must be made  prior  to the Tax Date.  The Board may disapprove of
any Election or may suspend or  terminate  the right to make Elections.  An
Election is irrevocable.

     If the optionee is an officer or director  of  the  Company within the
meaning of Section 16 of the Securities Exchange Act of 1934,  as  amended,
then the Election is subject to the following additional restrictions:

     A.   No Election shall be effective for a Tax Date which occurs within
six months of the grant of the option.

     B.   The Election must be made either six months prior to the Tax Date
or  must  be  made  during  a  period  beginning  on the third business day
following the date of release for publication of the Company's quarterly or
annual summary statements of sales and earnings and  ending  on the twelfth
business day following such date.

     In  the event of a stock dividend, stock split, combination  or  other
reduction  in  the  number  of  issued shares of Common Stock, the Board of
Directors may make such adjustments  in  the  number  of unpurchased shares
subject to the Plan, the number of shares subject to options outstanding in
the  Plan,  the exercise price specified in options outstanding  under  the
Plan, and the  number  of  shares  subject  to  stock  appreciation  rights
outstanding  under  the  Plan  as  it  may  determine to be appropriate and
equitable.   In  the  event of a merger, consolidation,  reorganization  or
dissolution of the Company, or the sale or exchange of substantially all of
the Company's assets, the  rights  under  options  and  stock  appreciation
rights outstanding under the Plan shall terminate, except to the extent and
subject to such adjustments as may be provided by the Board of Directors or
by   the   terms  of  the  plan  or  agreement  of  merger,  consolidation,
reorganization, dissolution or sale or exchange of such assets.

     The  Board  of  Directors  may,  in  its  discretion,  prescribe  such
provisions  and interpretations as it shall deem necessary or desirable for
the implementation of the Plan.  The Board of Directors of the Company may,
without  shareholder  consent,  amend  the  Plan;  provided,  however,  any
amendment  that  would  (i)  materially  increase  the benefits accruing to
participants  thereunder,  (ii) materially increase the  number  of  shares
which may be issued thereunder, or (iii) materially modify the requirements
as to eligibility for participation  thereunder, must be approved by a vote
of the shareholders of the Company.

RESTRICTED STOCK AWARDS

     Pursuant to employment arrangements with certain of its employees, the
Company has issued, and may issue in the  future  to such employees, shares
of Common Stock.

RESALES

     Persons  who are not officers or directors of the  Company  ordinarily
may publicly resell  shares  acquired  under the Plan or a restricted stock
award without registration under the Securities  Act  of  1933,  as amended
(the "Act"), in reliance on Section 4(1) thereof.  Officers or directors of
the  Company  may not publicly resell shares acquired under the Plan  or  a
restricted  stock  award  without  separate  registration  under  the  Act,
amendment to the registration statement which relates to the Shares offered
hereby, compliance with Rule 144 promulgated under the Act or reliance upon
another exemption under the Act.

     An officer  or  director  of  the  Company  who purchases common stock
(other than an acquisition by exercise of an option granted under the Plan)
of  the  Company  within  six  months before or after the  sale  of  shares
(whether the shares sold were acquired  by exercises of the options granted
under the Plan or otherwise) may be obligated  under  Section  16(b) of the
Securities  Exchange  Act  of  1934,  and the Rules and Regulations of  the
Securities and Exchange Commission promulgated  thereunder,  to  pay to the
Company all or a portion of the amount of the sales price received  for the
shares sold in excess of the price paid for the shares purchased.  Officers
and  directors  of the Company are advised to consult with their individual
counsel in this regard prior to the purchase or sale of any such shares.

                 FEDERAL INCOME TAX CONSEQUENCES

CONSEQUENCES TO THE OPTIONEE UNDER THE PLAN

     Under present  law,  upon the grant and exercise of an Incentive Stock
Option, an optionee will not  recognize  taxable  income for federal income
tax purposes (except as set forth below).  However, the amount by which the
fair market value of the stock at the time of exercise  exceeds  the option
price  will  be  treated as an adjustment to taxable income for alternative
minimum tax purposes.   If  the  optionee  does not dispose of the stock so
acquired until more than one year after the  transfer  of the stock to him,
and until more than two years after the option was granted,  gain  or  loss
recognized  on  the  subsequent disposition of the stock will be treated as
long term capital gain  or  loss.   Such  gain  or  loss is computed as the
difference between the exercise price and the sale price.   If the stock is
disposed of prior to those times, the optionee will recognize  compensation
taxable  as  ordinary  income  in an amount equal to the lesser of (i)  the
excess of the fair market value  of  the stock on the date of exercise over
the option price, or (ii) the amount of  gain recognized if the disposition
is a taxable sale or exchange.  The balance  of  gain  recognized,  if any,
will  constitute  capital  gain  income.   If  an Incentive Stock Option is
exercised and payment is made by means of previously  held  stock, there is
no gain or loss recognized to the optionee unless the previously held stock
was  acquired pursuant to an Incentive Stock Option and has not  been  held
for the  minimum  statutory  holding  period  that  is required in order to
receive  the preferential tax treatment accorded Incentive  Stock  Options.
In such case,  the transfer will be deemed a disposition of such previously
held stock and the  optionee  will recognize income in the manner described
above.

     Under present law, upon the  granting  of  a  Non-Statutory Option, an
optionee does not recognize taxable income for federal  income tax purposes
unless  the  option, at the time of its grant, has a readily  ascertainable
fair market value.   Generally,  an  option  will  be  treated  as having a
readily  ascertainable  fair  market  value  only if the option is actively
trade on an established market.  Since any options to be issued pursuant to
the Plan will not be actively traded on an established  market,  no taxable
income should be recognized for federal income tax purposes by an  optionee
upon  the  granting  of  such  options.   However,  upon the exercise of an
untraded  Non-Statutory  Option,  the optionee will recognize  compensation
taxable as ordinary income in an amount  equal  to  the  excess of the fair
market  value  of the stock acquired, determined at the time  of  exercise,
over the option  price.  Upon receipt of payment from the exercise of stock
appreciation  rights   by   an   optionee,   the  optionee  will  recognize
compensation taxable as ordinary income in an  amount  equal  to the sum of
any cash payment and the fair market value of any stock received determined
at the time of such payment.

     Special  rules  govern  recognition of income by optionees subject  to
Section 16(b) of the Securities Exchange Act of 1934.

     If a Non-Statutory Stock  Option  is  exercised and payment is made by
means of previously held stock, or such stock and cash, there is no gain or
loss recognized to the optionee on the previously  held  stock.  The number
of shares equal to the number delivered as payment of the  option  exercise
price  will  have  a  tax  basis  equal  to  that  of the shares originally
exchanged and the holding period will include the holding  period  for  the
shares originally exchanged.  The remaining number of newly acquired shares
will  have a tax basis equal to the amount of any cash paid by the optionee
plus, the   compensation  realized  by  the optionee for federal income tax
purposes, and the holding period for such  shares commences on the date the
option is exercised.

     Net  capital gains may in some situations  enjoy  more  favorable  tax
treatment than  ordinary income because they are taxed at a maximum rate of
28%,  while  ordinary   income  is  taxed  at  a  maximum  rate  of  39.6%.
Additionally, the distinction between capital gains and ordinary income may
be significant to an individual  depending on his particular tax situation.
The adjustment to taxable income for  alternative minimum tax purposes that
may arise from exercise of an Incentive  Stock Option may be significant to
an optionee.  The optionee may be entitled  to a credit against his regular
tax liability in subsequent years for the amount of alternative minimum tax
liability incurred in the year of exercise attributable to such adjustment.
Moreover, solely for the purposes of determining  alternative  minimum  tax
liability,  the  basis of the stock will be increased by the amount of such
adjustment.

CONSEQUENCES TO THE COMPANY OF THE PLAN

     To the extent  an  individual  optionee  qualifies  for  capital  gain
treatment,  neither the Company nor its subsidiaries will be entitled to  a
deduction for  federal  income tax purposes in connection with the grant or
exercise of the option.   In  other  cases, the Company or its subsidiaries
will generally receive a federal income tax deduction in the same amount as
the amount which is taxable to the employee as compensation.

     For financial accounting purposes  under generally accepted accounting
principles presently in effect, the grant  or  exercise  of  a stock option
(which  does  not include stock appreciation rights) does not result  in  a
charge to the Company's  net  income.   A stock option which includes stock
appreciation rights, in general, results in a charge to income based on the
amount payable under the right less the applicable tax benefit.

     None of the Plans are qualified under  Section  401(a) of the Internal
Revenue Code of 1986 (the "Code") as amended, nor subject to any provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").

CONSEQUENCES TO RECIPIENTS OF RESTRICTED STOCK AWARDS.

     During  each year a recipient is issued restricted  shares  of  Common
Stock by the Company,  he  or  she  will  recognize compensation taxable as
ordinary income in an amount equal to fair  market  value of such shares as
of the date of their grant.

CONSEQUENCES TO THE COMPANY UNDER THE EMPLOYMENT AGREEMENT.

     During  each  year  the Company issues restricted stock,  it  will  be
entitled to a federal income tax deduction in the same amount as the amount
which is taxable to the recipient as compensation.

                DOCUMENTS INCORPORATED BY REFERENCE

     The  following  documents  filed  with  the  Securities  and  Exchange
Commission by the Company  pursuant to the Securities Exchange Act of 1934,
as amended, are hereby incorporated by reference:

     1.   The Company's annual  report  on Form 10-K and Amendment No. 1 on
          Form 10-K/A for the year ended December 31, 1997.

     2.   The Company's current report on Form 8-K dated February 1, 1998.

     3.   The Company's quarterly report on Form 10-Q for the quarter ended
          March 31, 1998.

     4.   The Company's current report on Form 8-K dated April 1, 1998.

     5.   Item  1  of  the Company's registration  statement  on  Form  8-A
          registering  its   Common   Stock  under  Section  12(b)  of  the
          Securities Exchange Act of 1934.

     6.   The  Company's  definitive  Proxy   Statement   relating  to  the
          Company's  Special  Meeting of Shareholders dated May  14,  1998,
          contained in the Registration Statement on Form S-4 of Sky Merger
          Corp. (Registration No. 333-51285).

     7.   All documents filed by  the  Company  pursuant to Sections 13(a),
          13(c),  14  and  15(d)  of the Securities Exchange  Act  of  1934
          subsequent to the date hereof  and  prior  to  the  filing  of  a
          post-effective  amendment  which  indicates  that  all securities
          offered hereby have been sold or which deregisters all securities
          then remaining unsold.

     The  Company will provide without charge to each optionee  to  whom  a
copy of this  Summary  is  delivered, on the written or oral request of any
such person, additional information  concerning  the Plan, a copy of any or
all of the documents incorporated herein by reference or any other document
required to be delivered to such person pursuant to Rule 428(b) of the Act.
Requests for such information should be directed to  the Secretary, Horizon
Group, Inc., 5000 Hakes Drive, Norton Shores, Michigan  49441,  (616)  728-
9100.