<PAGE>

As filed with the Securities and Exchange Commission on December 16, 1994

                             Registration No. 33-
                                                 --------------
- ------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            ------------------------

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

                             THE RYLAND GROUP, INC.
            (Exact name of registrant as specified in its charter)

           Maryland                                   52-0849948   
(State or other jurisdiction of                     (I.R.S.Employer
 incorporation or organization)                    Identification No.)


                            11000 Broken Land Parkway
                            Columbia, Maryland  21044
                   (Address of principal executive offices)

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

                THE RYLAND GROUP, INC. 1992 EQUITY INCENTIVE PLAN
                             (Full title of the plan)

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

                                 Thurman W. Bretz
                       Senior Vice President and Secretary
                             The Ryland Group, Inc.
                           11000 Broken Land Parkway
                           Columbia, Maryland  21044
                                 (410) 715-7000
                      (Name, address and telephone number,
                    including area code, of agent for service)

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

                           CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------

Title of       Amount        Proposed Maxi-   Proposed Maxi-   Amount of
Securities to  to be         mum Offering     mum Aggregate    Registration
Be Registered  Registered    Price Per Share  Offering Price   Fee
Common Stock   4,000,000     $13.75 (1)       $55,000,000 (1)  $18,964 (1)
($1.00 par     shares
value per 
share)
- -----------------------------------------------------------------------------

Approximate Date of Proposed Sales:  From time to time after effective date of 
this Registration Statement.



<PAGE>


(1)     Pursuant to Rule 457(c) and (h), the proposed maximum offering price 
per share, proposed maximum aggregate offering price, and the amount of 
registration fee are based upon the average high and low prices reported by 
the New York Stock Exchange on December 13, 1994.

Exhibit Index is located at page 8 of this document.

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
            ----------------------------------------
     The following documents have been filed by The Ryland Group, Inc. (the 
"Registrant") with the Securities and Exchange Commission (the "SEC") and are 
incorporated herein by reference:  (a) Annual Report on Form 10-K for the year 
ended December 31, 1993; (b) all reports filed with the SEC pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") since December 31, 1993; and (c) the description of the 
Registrant's common stock contained in the Registration Statement filed 
pursuant to Section 12 of the Exchange Act, and all amendments and reports 
thereafter filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Exchange Act subsequent to the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities remaining unsold shall be deemed to be incorporated by reference 
into this Registration Statement 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 shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes in any such statement.  The documents required to be so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.
            ---------------------------
            [Not required].

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            ---------------------------------------

     The legal validity of the issuance of the shares of Common Stock offered 
by this Prospectus has been passed upon by Timothy J. Geckle, Assistant 
Secretary and Corporate Counsel of The Ryland Group, Inc.  As of the date of 
this Prospectus, Mr. Geckle beneficially owned no shares of the Company's 
Common Stock directly, but there are 1,240 shares in which he has the right to 
acquire beneficial ownership through the exercise of stock options awarded 
pursuant to the 1992 Equity Incentive Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

     Directors and officers of the Registrant are indemnified under Section 2-
418 of the Corporations and Associations Article of the Annotated Code of 
Maryland, and under Article EIGHTH, Section 8 of the registrant's charter 
which provides as follows:


<PAGE>

     (8)          The Corporation shall indemnify its directors and 
officers,  in all capacities in which such directors and officers serve 
the Corporation, to the fullest extent required or permitted by the 
General Laws of the State of Maryland now or hereafter in force, 
including the advance of expenses under the procedures and to the full 
extent permitted by law.  The Corporation shall indemnify other 
employees and agents, in all capacities in which such employees and 
agents serve the Corporation, to such extent as shall be authorized by 
the Board of Directors or the By-Laws and be permitted by law.  The 
foregoing shall not limit in any manner the authority of the Corporation 
to indemnify directors, officers, employees or agents of the Corporation 
to the extent authorized by the Board of Directors or the stockholders 
and permitted by law.  The Board of Directors may take such action as is 
necessary to carry out these provisions and is expressly empowered to 
adopt, approve and amend from time to time such By-Laws, resolutions or 
contracts implementing provisions or such further indemnification 
arrangements as may be permitted by law.  No amendment or repeal of this 
Article EIGHTH, paragraph 8 of the Corporation's Charter shall apply to 
or have any effect on any right to indemnification provided hereunder 
with respect to acts or omissions occurring prior to such amendment or 
repeal.

     As permitted by Maryland Law, Article NINTH of the Registrant's Charter 
limits the monetary liability of its directors and officers to the Registrant 
and its stockholder to the maximum extent permitted by Maryland law in effect 
from time to time.  Article NINTH provides as follows:

     NINTH:     To the fullest extent permitted by Maryland statutory or 
decisional law, as amended or interpreted, no director or officer of 
this Corporation shall be personally liable to the Corporation of its 
stockholders for money damages.  No amendment of the Charter of the 
Corporation or repeal of any of its provisions shall limit or eliminate 
the benefits provided to directors and officers under this provision 
with respect to any act or omission which occurs prior to such amendment 
or repeal.

     As permitted under Subsection (k) of Section 2-418 of the Corporations 
and Associations Article of the Annotated Code of Maryland, the Registrant has 
purchased and maintains insurance on behalf of its directors and officers 
against any liability asserted against such directors and officers in their 
capacities as such whether or not the Registrant would have the power to 
indemnify such persons under the provisions of the Maryland law governing 
indemnification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
            ------------------------------------
            [Not applicable]

ITEM 8.     EXHIBITS.
            ---------

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

  4(a)     Rights Agreement dated as of December 17, 1986 between The
           Ryland Group, Inc. and Maryland National Bank as amended b


<PAGE>

           The First Amendment of Rights Agreement dated as of October 
           17, 1990.
           (Incorporated by reference from Form 8 filed October 25, 1990)

  4(b)     Articles Supplementary dated as of August 31, 1989.
           (Incorporated by reference from Form 8-K filed
           September 12, 1989)

  4(c)     Indenture dated as of November 2, 1989 between The Ryland
           Group, Inc. and Manufacturers Hanover Trust Company, as
           Trustee.
           (Incorporated by reference from Exhibits to Registration
           Statement on Form S-3, Registration No. 33-28692)

  4(d)     First Supplemental Indenture dated as of December 28, 1990
           between The Ryland Group, Inc. and Manufacturers Hanover
           Trust Company, as Trustee.
           (Incorporated by reference from Form 8-K filed December 31,
           1990)

  4(e)     Senior Subordinated Notes dated as of July 23, 1992.
           (Incorporated by reference from Form 8-K filed August 6, 1992)

  4(f)     Senior Subordinated Notes dated as of November 4, 1993.
           (Incorporated by reference from Registration Statement on
           Form S-3, Registration No. 33-48071).

  4(g)     Indenture dated as of July 15, 1992 between The Ryland Group,
           Inc. and Security Trust Company, N.A., as Trustee
           (Incorporated by reference from Form 8-K filed August 6,
           1992).

  5        Opinion of Counsel (contains Consent of Counsel).

  24(a)    Consent of Counsel (contained in Exhibit 5).

  24(b)    Consent of Independent Auditors.

  25       Power of Attorney



ITEM 9.     UNDERTAKINGS
            ------------

          The undersigned Registrant hereby undertakes:

               (a)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 10(a)(3) of 
Securities Act of 1933;

                    (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 statemen


<PAGE>

(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; provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form 
S-8, and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

               (b)     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.

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

     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(b) 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 incorporate 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.

     Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers and controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the Registrant has been 
advised that in the opinion of the Commission such indemnification is against 
public policy as expressed in the 1933 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 1933 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 Columbia, and the State of Maryland 
on this 14th day of December, 1994.


                                             
                                             The Ryland Group, Inc.
                                             
                                                /s/ R. Chad Dreier
                                             By -------------------
                                                R. Chad Dreier
                                                President and
                                                Chief Executive
                                                Officer


     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Principal Executive Officer:

/s/ R. Chad Dreier
- --------------------------     President and     Date: December 14, 1994
R. Chad Dreier                 Chief Executive     
                               Officer



Principal Financial Officer:

/s/ Michael D. Mangan
- ------------------------      Executive Vice     Date: December 14, 1994
Michael D. Mangan             President and          
                              Chief Financial
                              Officer









<PAGE>











Principal Accounting Officer:

/s/ Stephen B. Cook
- ------------------------      Vice President  Date:  December 14, 1994
                              and Corporate
                              Controller




A Majority of the Board of Directors:

Andre W. Brewster, Robert J. Gaw, Leonard M. Harlan, Alan P. Hoblitzell, Jr., 
John H. Mullin, III and John O. Wilson.

/s/ Alan P. Hoblitzell, Jr.
By ----------------------     For himself     Date: December 14, 1994
   Alan P. Hoblitzell, Jr.    and as     
                              Attorney-in-Fact


<PAGE>

                              EXHIBIT INDEX
                              -------------

Exhibit                                                  Sequential
Number               Description                         Page No.
- ------               -----------                         ----------

  5               Opinion of Counsel                             9
                  (contains Consent of Counsel).

  24(a)          Consent of Counsel                             10
                 (contained in Exhibit 5).

  24(b)          Consent of Independent Auditors                11

  25             Power of Attorney                              12


































<PAGE>
                                                       EXHIBIT 5





                              December 16, 1994




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:     Registration Statement on Form S-8
             ----------------------------------

Dear Sirs:

     I have acted as counsel for The Ryland Group, Inc., a Maryland 
corporation (the "Company"), in connection with the preparation and filing on 
Form S-8 of the Registration Statement covering shares of the Company's Common 
Stock to be issued under The Ryland Group, Inc. 1992 Equity Incentive Plan.  
In that capacity, I have reviewed the charter and by-laws of the Company, the 
Registration Statement and the corporate actions taken by the Company and by 
its Board of Directors, and such other materials and matters as I have deemed 
necessary to the issuance of this opinion.  Based upon the foregoing, I am of 
the opinion that:

     Upon issuance of the shares of Common Stock of the Company to 
employees under The 1992 Equity Incentive Plan, such shares will have 
been duly and legally authorized and issued and will be fully paid and 
non-assessable; and

     I consent to the filing of this opinion as an Exhibit to the Registration 
Statement and to the reference to this opinion in such Registration Statement 
and each Prospectus which is a part thereof.

                                   Very truly yours,

                                   /s/ Timothy J. Geckle
                                   ---------------------
                                   Timothy J. Geckle
                                   Corporate Counsel







<PAGE>

                                                       EXHIBIT 24(a)

                           CONSENT OF COUNSEL
                           ------------------

















                        (Contained in Exhibit 5)



































<PAGE>

                                                       Exhibit 24 (b)









                       CONSENT OF INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the 1992 Equity Incentive Plan of The Ryland Group,
Inc. of our reports dated February 16, 1994, with respect to the consolidated
financial statements of The Ryland Group, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1993 and the
related financial statement schedules included therein, filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young

Baltimore, Maryland
December 14, 1994



<PAGE>
                                                       Exhibit 25


                         THE RYLAND GROUP, INC.

                            Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and 
officers of The Ryland Group, Inc., a Maryland corporation, constitute and 
appoint Roger W. Schipke, Alan P. Hoblitzell, Jr. and Thurman W. Bretz, and 
each of them, with full power to act without the other, the true and lawful 
agents and attorneys-in-fact of the undersigned with full power and authority 
in said agents and attorneys-in-fact, and in either of them, to sign for the  
undersigned in their respective names as directors and officers of The Ryland 
Group, Inc. a Registration Statement of The Ryland Group, Inc. on Form S-8 to 
be filed with the Securities and Exchange Commission under the Securities Act 
of 1933 and any amendment or supplement to such Registration Statement 
relating to shares of Common Stock to be issued and sold pursuant to the 1992 
Equity Incentive Plan of the Corporation.  We hereby confirm all acts taken by 
such agents and attorneys-in-fact, or each of them, as herein authorized.


DATED:     February 26, 1992          /s/Andre W. Brewster
                                   ---------------------------
                                   Andre W. Brewster

                                   /s/ Robert J. Gaw
                                   ---------------------------
                                   Robert J. Gaw

                                   /s/ Leonard M. Harlan
                                   ---------------------------
                                   Leonard M. Harlan

                                   /s/ John M. Mullin III
                                   ---------------------------
                                   John M. Mullin III

                                   /s/ John O. Wilson
                                   ---------------------------
                                   John O. Wilson
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 21817}]
{"company-data": {"conformed-name": "RYLAND GROUP INC", "cik": "0000085974", "assigned-sic": "1531", "irs-number": "520849948", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56905", "film-number": "94565136"}, "business-address": {"street1": "11000 BROKEN LAND PARKWAY", "city": "COLUMBIA", "state": "MD", "zip": "21044", "phone": "4107157000"}, "former-company": {"former-conformed-name": "RYAN JAMES P CO", "date-changed": "19720414"}}
As filed with the Securities and Exchange Commission on December 16, 1994

                             Registration No. 33-
                                                 --------------
- ------------------------------------------------------------------------------

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                            ------------------------

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

                             THE RYLAND GROUP, INC.
            (Exact name of registrant as specified in its charter)

           Maryland                                   52-0849948   
(State or other jurisdiction of                     (I.R.S.Employer
 incorporation or organization)                    Identification No.)

                            11000 Broken Land Parkway
                            Columbia, Maryland  21044
                   (Address of principal executive offices)

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

                THE RYLAND GROUP, INC. 1992 EQUITY INCENTIVE PLAN
                             (Full title of the plan)

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

                                 Thurman W. Bretz
                       Senior Vice President and Secretary
                             The Ryland Group, Inc.
                           11000 Broken Land Parkway
                           Columbia, Maryland  21044
                                 (410) 715-7000
                      (Name, address and telephone number,
                    including area code, of agent for service)

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

                           CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------

Title of       Amount        Proposed Maxi-   Proposed Maxi-   Amount of
Securities to  to be         mum Offering     mum Aggregate    Registration
Be Registered  Registered    Price Per Share  Offering Price   Fee
Common Stock   4,000,000     $13.75 (1)       $55,000,000 (1)  $18,964 (1)
($1.00 par     shares
value per 
share)
- -----------------------------------------------------------------------------

Approximate Date of Proposed Sales:  From time to time after effective date of 
this Registration Statement.
(1)     Pursuant to Rule 457(c) and (h), the proposed maximum offering price 
per share, proposed maximum aggregate offering price, and the amount of 
registration fee are based upon the average high and low prices reported by 
the New York Stock Exchange on December 13, 1994.

Exhibit Index is located at page 8 of this document.

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.
            ----------------------------------------
     The following documents have been filed by The Ryland Group, Inc. (the 
"Registrant") with the Securities and Exchange Commission (the "SEC") and are 
incorporated herein by reference:  (a) Annual Report on Form 10-K for the year 
ended December 31, 1993; (b) all reports filed with the SEC pursuant to 
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the 
"Exchange Act") since December 31, 1993; and (c) the description of the 
Registrant's common stock contained in the Registration Statement filed 
pursuant to Section 12 of the Exchange Act, and all amendments and reports 
thereafter filed for the purpose of updating such description.

     All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 
14 or 15(d) of the Exchange Act subsequent to the date of this Registration 
Statement and prior to the filing of a post-effective amendment which 
indicates that all securities offered have been sold or which deregisters all 
securities remaining unsold shall be deemed to be incorporated by reference 
into this Registration Statement 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 shall be deemed to be 
modified or superseded for purposes of this Registration Statement to the 
extent that a statement contained herein or in any other subsequently filed 
document which also is or is deemed to be incorporated by reference herein 
modifies or supersedes in any such statement.  The documents required to be so 
modified or superseded shall not be deemed, except as so modified or 
superseded, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES.
            ---------------------------
            [Not required].

ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.
            ---------------------------------------

     The legal validity of the issuance of the shares of Common Stock offered 
by this Prospectus has been passed upon by Timothy J. Geckle, Assistant 
Secretary and Corporate Counsel of The Ryland Group, Inc.  As of the date of 
this Prospectus, Mr. Geckle beneficially owned no shares of the Company's 
Common Stock directly, but there are 1,240 shares in which he has the right to 
acquire beneficial ownership through the exercise of stock options awarded 
pursuant to the 1992 Equity Incentive Plan.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS
            -----------------------------------------

     Directors and officers of the Registrant are indemnified under Section 2-
418 of the Corporations and Associations Article of the Annotated Code of 
Maryland, and under Article EIGHTH, Section 8 of the registrant's charter 
which provides as follows:
(8)          The Corporation shall indemnify its directors and 
officers,  in all capacities in which such directors and officers serve 
the Corporation, to the fullest extent required or permitted by the 
General Laws of the State of Maryland now or hereafter in force, 
including the advance of expenses under the procedures and to the full 
extent permitted by law.  The Corporation shall indemnify other 
employees and agents, in all capacities in which such employees and 
agents serve the Corporation, to such extent as shall be authorized by 
the Board of Directors or the By-Laws and be permitted by law.  The 
foregoing shall not limit in any manner the authority of the Corporation 
to indemnify directors, officers, employees or agents of the Corporation 
to the extent authorized by the Board of Directors or the stockholders 
and permitted by law.  The Board of Directors may take such action as is 
necessary to carry out these provisions and is expressly empowered to 
adopt, approve and amend from time to time such By-Laws, resolutions or 
contracts implementing provisions or such further indemnification 
arrangements as may be permitted by law.  No amendment or repeal of this 
Article EIGHTH, paragraph 8 of the Corporation's Charter shall apply to 
or have any effect on any right to indemnification provided hereunder 
with respect to acts or omissions occurring prior to such amendment or 
repeal.

     As permitted by Maryland Law, Article NINTH of the Registrant's Charter 
limits the monetary liability of its directors and officers to the Registrant 
and its stockholder to the maximum extent permitted by Maryland law in effect 
from time to time.  Article NINTH provides as follows:

     NINTH:     To the fullest extent permitted by Maryland statutory or 
decisional law, as amended or interpreted, no director or officer of 
this Corporation shall be personally liable to the Corporation of its 
stockholders for money damages.  No amendment of the Charter of the 
Corporation or repeal of any of its provisions shall limit or eliminate 
the benefits provided to directors and officers under this provision 
with respect to any act or omission which occurs prior to such amendment 
or repeal.

     As permitted under Subsection (k) of Section 2-418 of the Corporations 
and Associations Article of the Annotated Code of Maryland, the Registrant has 
purchased and maintains insurance on behalf of its directors and officers 
against any liability asserted against such directors and officers in their 
capacities as such whether or not the Registrant would have the power to 
indemnify such persons under the provisions of the Maryland law governing 
indemnification.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
            ------------------------------------
            [Not applicable]

ITEM 8.     EXHIBITS.
            ---------

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

  4(a)     Rights Agreement dated as of December 17, 1986 between The
           Ryland Group, Inc. and Maryland National Bank as amended b
The First Amendment of Rights Agreement dated as of October 
           17, 1990.
           (Incorporated by reference from Form 8 filed October 25, 1990)

  4(b)     Articles Supplementary dated as of August 31, 1989.
           (Incorporated by reference from Form 8-K filed
           September 12, 1989)

  4(c)     Indenture dated as of November 2, 1989 between The Ryland
           Group, Inc. and Manufacturers Hanover Trust Company, as
           Trustee.
           (Incorporated by reference from Exhibits to Registration
           Statement on Form S-3, Registration No. 33-28692)

  4(d)     First Supplemental Indenture dated as of December 28, 1990
           between The Ryland Group, Inc. and Manufacturers Hanover
           Trust Company, as Trustee.
           (Incorporated by reference from Form 8-K filed December 31,
           1990)

  4(e)     Senior Subordinated Notes dated as of July 23, 1992.
           (Incorporated by reference from Form 8-K filed August 6, 1992)

  4(f)     Senior Subordinated Notes dated as of November 4, 1993.
           (Incorporated by reference from Registration Statement on
           Form S-3, Registration No. 33-48071).

  4(g)     Indenture dated as of July 15, 1992 between The Ryland Group,
           Inc. and Security Trust Company, N.A., as Trustee
           (Incorporated by reference from Form 8-K filed August 6,
           1992).

  5        Opinion of Counsel (contains Consent of Counsel).

  24(a)    Consent of Counsel (contained in Exhibit 5).

  24(b)    Consent of Independent Auditors.

  25       Power of Attorney

ITEM 9.     UNDERTAKINGS
            ------------

          The undersigned Registrant hereby undertakes:

               (a)     To file, during any period in which offers or sales are 
being made, a post-effective amendment to this registration 10(a)(3) of 
Securities Act of 1933;

                    (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 statemen
(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; provided, however, that paragraphs (a)(1)(i) and 
(a)(1)(ii) do not apply if the registration statement is on Form S-3 or Form 
S-8, and the information required to be included in a post-effective amendment 
by those paragraphs is contained in periodic reports filed by the Registrant 
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 
that are incorporated by reference in the registration statement.

               (b)     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.

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

     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(b) 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 incorporate 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.

     Insofar as indemnification for liabilities arising under the 1933 Act may 
be permitted to directors, officers and controlling persons of the Registrant 
pursuant to the foregoing provisions, or otherwise, the Registrant has been 
advised that in the opinion of the Commission such indemnification is against 
public policy as expressed in the 1933 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 1933 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 Columbia, and the State of Maryland 
on this 14th day of December, 1994.

                                             
                                             The Ryland Group, Inc.
                                             
                                                /s/ R. Chad Dreier
                                             By -------------------
                                                R. Chad Dreier
                                                President and
                                                Chief Executive
                                                Officer

     Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed below by the following persons in the 
capacities and on the dates indicated.

Principal Executive Officer:

/s/ R. Chad Dreier
- --------------------------     President and     Date: December 14, 1994
R. Chad Dreier                 Chief Executive     
                               Officer

Principal Financial Officer:

/s/ Michael D. Mangan
- ------------------------      Executive Vice     Date: December 14, 1994
Michael D. Mangan             President and          
                              Chief Financial
                              Officer
Principal Accounting Officer:

/s/ Stephen B. Cook
- ------------------------      Vice President  Date:  December 14, 1994
                              and Corporate
                              Controller

A Majority of the Board of Directors:

Andre W. Brewster, Robert J. Gaw, Leonard M. Harlan, Alan P. Hoblitzell, Jr., 
John H. Mullin, III and John O. Wilson.

/s/ Alan P. Hoblitzell, Jr.
By ----------------------     For himself     Date: December 14, 1994
   Alan P. Hoblitzell, Jr.    and as     
                              Attorney-in-Fact
EXHIBIT INDEX
                              -------------

Exhibit                                                  Sequential
Number               Description                         Page No.
- ------               -----------                         ----------

  5               Opinion of Counsel                             9
                  (contains Consent of Counsel).

  24(a)          Consent of Counsel                             10
                 (contained in Exhibit 5).

  24(b)          Consent of Independent Auditors                11

  25             Power of Attorney                              12
EXHIBIT 5

                              December 16, 1994

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:     Registration Statement on Form S-8
             ----------------------------------

Dear Sirs:

     I have acted as counsel for The Ryland Group, Inc., a Maryland 
corporation (the "Company"), in connection with the preparation and filing on 
Form S-8 of the Registration Statement covering shares of the Company's Common 
Stock to be issued under The Ryland Group, Inc. 1992 Equity Incentive Plan.  
In that capacity, I have reviewed the charter and by-laws of the Company, the 
Registration Statement and the corporate actions taken by the Company and by 
its Board of Directors, and such other materials and matters as I have deemed 
necessary to the issuance of this opinion.  Based upon the foregoing, I am of 
the opinion that:

     Upon issuance of the shares of Common Stock of the Company to 
employees under The 1992 Equity Incentive Plan, such shares will have 
been duly and legally authorized and issued and will be fully paid and 
non-assessable; and

     I consent to the filing of this opinion as an Exhibit to the Registration 
Statement and to the reference to this opinion in such Registration Statement 
and each Prospectus which is a part thereof.

                                   Very truly yours,

                                   /s/ Timothy J. Geckle
                                   ---------------------
                                   Timothy J. Geckle
                                   Corporate Counsel
EXHIBIT 24(a)

                           CONSENT OF COUNSEL
                           ------------------

                        (Contained in Exhibit 5)
Exhibit 24 (b)

                       CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8) pertaining to the 1992 Equity Incentive Plan of The Ryland Group,
Inc. of our reports dated February 16, 1994, with respect to the consolidated
financial statements of The Ryland Group, Inc. incorporated by reference in
its Annual Report (Form 10-K) for the year ended December 31, 1993 and the
related financial statement schedules included therein, filed with the 
Securities and Exchange Commission.

/s/ Ernst & Young

Baltimore, Maryland
December 14, 1994
Exhibit 25

                         THE RYLAND GROUP, INC.

                            Power of Attorney

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and 
officers of The Ryland Group, Inc., a Maryland corporation, constitute and 
appoint Roger W. Schipke, Alan P. Hoblitzell, Jr. and Thurman W. Bretz, and 
each of them, with full power to act without the other, the true and lawful 
agents and attorneys-in-fact of the undersigned with full power and authority 
in said agents and attorneys-in-fact, and in either of them, to sign for the  
undersigned in their respective names as directors and officers of The Ryland 
Group, Inc. a Registration Statement of The Ryland Group, Inc. on Form S-8 to 
be filed with the Securities and Exchange Commission under the Securities Act 
of 1933 and any amendment or supplement to such Registration Statement 
relating to shares of Common Stock to be issued and sold pursuant to the 1992 
Equity Incentive Plan of the Corporation.  We hereby confirm all acts taken by 
such agents and attorneys-in-fact, or each of them, as herein authorized.

DATED:     February 26, 1992          /s/Andre W. Brewster
                                   ---------------------------
                                   Andre W. Brewster

                                   /s/ Robert J. Gaw
                                   ---------------------------
                                   Robert J. Gaw

                                   /s/ Leonard M. Harlan
                                   ---------------------------
                                   Leonard M. Harlan

                                   /s/ John M. Mullin III
                                   ---------------------------
                                   John M. Mullin III

                                   /s/ John O. Wilson
                                   ---------------------------
                                   John O. Wilson