As filed with the Securities and Exchange Commission on  December 4, 1998
                         Registration No. 333 -       
                       

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  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 juristiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

   11000 Broken Land Parkway
       Columbia, Maryland                               21044
(Address of principle executive offices)              (Zip Code)

                         THE RYLAND GROUP, INC.
              EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN
                         THE RYLAND GROUP, INC.
                    NON-EMPLOYEE DIRECTORS' STOCK UNIT PLAN
                              (Full title of plan)

           (Name address and telephone number of agent for service)
                            Timothy J. Geckle
                           The Ryland Group, Inc.
                          11000 Broken Land Parkway
                           Columbia, Maryland 21044
                                410-715-7000


                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                     Proposed       Proposed
                        Amount       Maximum         Maximum         Amount
Title of Securities      to be       Offering       Aggregate     Registration
  to be Registered    Registered   Price Per Unit  Offering Price     Fee
------------------------------------------------------------------------------
Deferred Compensation 
 Plan Obligations(1)  30,000,000      $1.00         $30,000,000       $8,340
------------------------------------------------------------------------------
Common Stock, $1.00 
  par value (2)           50,000(3)  $26.84375(4)    $1,342,188          374
------------------------------------------------------------------------------
1.     To be issued pursuant to the Executive and Director Deferred 
Compensation Plan.  The Deferred Compensation Plan Obligations are unsecured 
obligations of the Registrant to pay deferred compensation in the future in 
accordance with the terms of the Registrant's Executive and Director Deferred 
Compensation Plan. 

2.     To be issued pursuant to the Registrant's Executive and Director 
Deferred Compensation Plan or the Registrant's Non-Employee Directors' Stock 
Unit Plan, in any combination, but not to exceed in the aggregate 50,000 
shares.

3.     In addition, pursuant to Rule 416 under the Securities Act of 1933, as 
amended, this Registration Statement also covers an indeterminate number of 
shares of Common Stock that may be offered or issued by reason of stock splits, 
stock dividends or similar transactions.

4.     Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(c) and (h).  The proposed maximum offering price per 
share, proposed maximum aggregate offering price and the amount of the 
registration fee are based on the average of the high and low prices of The 
Ryland Group, Inc. Common Stock reported on the New York Stock Exchange on 
November 30, 1998 (i.e., $26.84375)



                                    PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant 
to introductory Note to Part I of Form S-8.


                                   PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents which have been filed by the Registrant with 
the Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

       (a)   Annual Report on Form 10-K for the fiscal year ended December 31, 
             1997; 

       (b)   All other reports filed pursuant to Sections 13(a) or 15(d) of the 
             Securities Exchange Act of 1934, as amended ("Exchange Act"),     
             since the end of the fiscal year covered by the document referred 
             to in (a) above; and

       (c)   Description of Common Stock of the Registrant contained or
             incorporated in the registration statements filed by the
             Registrant under the Exchange Act, including any amendments or
             reports filed for the purpose of updating such description.

       All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 of this Registration Statement from the date of 
filing of such documents.

Item 4.  Description of Securities.

         A portion of the securities being registered represent obligations 
(the "Obligations") of the Registrant to pay to the participants in The Ryland 
Group, Inc. Executive and Director Deferred Compensation Plan (the "Plan"), 
upon their retirement or termination of service as a director or such other 
fixed date specified by the participant, salary or retainer fees the receipt of 
which the participants have elected to defer and any increases or decreases in 
value credited to or against such amounts.  Amounts credited to a participant's 
account are credited with earnings based on a notional investment measurement, 
which may be shares in investment companies registered under the Investment 
Company Act of 1940, bank obligations, direct or guaranteed federal or state 
governmental obligations and shares of common stock, including shares of common 
stock of the Registrant, that are listed on the New York Stock Exchange or 
other national securities exchange or quoted on the Nasdaq National Market.  
The Obligations are payable in cash or shares of common stock of the Registrant 
in a single sum distribution or in installments, at the election of the 
participant made in accordance with the Plan.  There is no trading market for 
the Obligations.

      The Obligations are unsecured general obligations of the Registrant and 
rank pari passu with other unsecured and unsubordinated indebtedness of the 
Registrant.  The Obligations are not subject in any

                                    1

manner to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment or garnishment.  Any attempt by any person to transfer 
or assign benefits under the Plan, other than a claim for benefits by a 
Participant or his or her beneficiary(ies), will be null and void.

     The Obligations are not subject to redemption prior to the retirement, 
termination or death of the participant.  The Obligations are not convertible 
into any other security of the Registrant.  No trustee has been appointed to 
take action with respect to the Obligations and each participant in the Plan 
will be responsible for enforcing his or her own rights with respect to the 
Obligations.  The Registrant may establish a "rabbi trust" to serve as a source 
of funds from which it can satisfy the Obligations.  Participants in the Plan 
will have no rights to any assets held by a rabbi trust, except as general 
creditors of the Registrant.  Assets of any rabbi trust will at all times be 
subject to the claims of the Registrant's general creditors.

Item 5.   Interests of Named Experts and Counsel.

     The legal validity of the Obligations offered by this Prospectus has been 
passed upon by Timothy J. Geckle, Senior Vice President, Secretary and General 
Counsel of the Registrant.  As of the date of this Prospectus, Mr. Geckle 
beneficially owned approximately 10,000 shares of the Registrant's common stock 
directly, and had the right to purchase up to 60,000 shares of the Registrant's 
common stock pursuant to outstanding stock options awarded under the 1992 
Equity Incentive Plan. 

Item 6.   Indemnification of Directors and Officers.

     As permitted by the Maryland General Corporation Law ("MGCL"), Article 
Eighth, Paragraph (8) of the Registrant's Amended and Restated Charter 
("Registrant's Charter") provides for indemnification of directors and officers 
of the Registrant, 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.

     Also, the Registrant's By-Laws contain indemnification procedures that 
implement the indemnification provisions of the Registrant's Charter.  The MGCL 
permits a corporation to indemnify its directors and officers, among others, 
against judgments, penalties, fines, settlements and reasonable expenses 
actually incurred by them in connection with any proceedings to which they may 
be a party by reason of their service in those or other capacities, unless it 
is established that (a) the act or omission of the director or officer was 
material to the matter giving rise to such proceedings and (i) was committed in 
bad faith or (ii) was the result of active and deliberate dishonesty, (b) the 
director or officer actually received an

                                        2

improper personal benefit in money, property or services, or (c) in the case of 
any criminal proceedings, the director or officer had reasonable cause to 
believe that the action or omission was unlawful.

    As permitted by the MGCL, Article NINTH of the Registrant's Charter 
provides for limitation of liability of directors and officers of the 
Registrant, 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 or 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 provisions with
            respect to any act or omission which occurs prior to such 
            amendment or repeal.

    The MGCL permits the charter of a Maryland corporation to include a 
provision limiting the liability of its directors and officers to the 
corporation and its stockholders for money damages, except to the extent that 
(i) the person actually received an improper benefit or profit in money, 
property or services or (ii) a judgment or other final adjudication is entered 
in a proceeding based on a finding that the person's action, or failure to act, 
was the result of active and deliberate dishonesty and was material to the 
cause of action adjudicated in the proceeding.

    As permitted under Section 2-418(k) of the MGCL, 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 Maryland law governing 
indemnification.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     A list of exhibits is set forth on the Exhibit Index which immediately 
precedes the exhibits and which is incorporated by reference herein.

Item 9.   Undertakings.

    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 this 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

                                       3

            information in the Registration Statement. 

            Paragraphs (l)(i) and (l)(ii) above do not apply if 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 this 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.

     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 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.
            ---- ----

    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. 

                                       4

                                  SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, as amended, 
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, State of Maryland, on the 4th day of 
December, 1998.

                                           THE RYLAND GROUP, INC.


                                         By: /s/ Timothy J. Geckle
                                           ----------------------
                                             Timothy J. Geckle
                                             As Attorney-in-Fact
                                             for R. Chad Dreier
                                             Chairman of the Board,
                                             President
                                             and Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933, this Form S-8 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
 
Signature                          Title                       Date
---------                          -----                       ----
/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998
----------------------       R. Chad Dreier 
Timothy J. Geckle         Chairman of the Board,   
                          President and Chief 
                           Executive Officer
                      (Principal Executive Officer)


/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998 
---------------------      Michael D. Mangan 
Timothy J. Geckle       Executive Vice President
                       and Chief Financial Officer
                      (Principal Financial Officer)


/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998
---------------------        Stephen B. Cook
Timothy J. Geckle           Vice President and
                           Corporate Controller
                      (Principal Accounting Officer)


A Majority of the Board of Directors:

R.  Chad Dreier, James A. Flick, Jr., Robert J. Gaw, Leonard M. Harlan, L. C. 
Heist, William G. Kagler, Charlotte St. Martin, John O. Wilson

/s/Timothy J. Geckle        As Attorney-in-Fact          December 4, 1998
--------------------
Timothy J. Geckle


                                        5


EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION                                                 PAGE
------      -----------                                                 -----

4.1    Charter of The Ryland Group, Inc., as amended(incorporated
       by reference from Form 10-K for the year ended December 31,
       1989)


4.2    Rights Agreement dated as of October 18, 1996, between The 
       Ryland Group, Inc., and ChaseMellon Shareholder Services,
       L.L.C. (incorporated by reference from Form 8-K filed
       October 24, 1996)


4.3    Executive and Director Deferred Compensation Plan, effective
       as of January 1, 1997 between The Ryland Group, Inc. and 
       certain of its executive employees and Directors (incorporated
       by reference from Form 10-K for the year ended December 31, 1996)


4.4    Amendment and Restatement of the Executive and Director 
       Deferred Compensation Plan, as of March 1, 1997 between
       The Ryland Group, Inc. and certain of its executive employees
       and Directors (incorporated by reference from Form 10-K for
       the year ended December 31, 1997)


4.5    Amendment No. 1 to the Executive and Director Deferred
       Compensation Plan effective January 1, 1998 (incorporated by
       reference from Form 10-K for the year ended December 31, 1997)


4.6    Non-Employee Directors' Stock Unit Plan between The Ryland
       Group, Inc. and the Board of Directors, effective January 1, 1998
       (incorporated by reference from Form 10-K for the year ended
       December 31, 1997)

5.0    Opinion of Timothy J. Geckle, counsel for the Registrant,
       regarding the legal validity of the Obligations being 
       registered for issuance under the Plan                             ii


23.1   Consent of Counsel (contained in Exhibit 5.0)                      ii

23.2   Consent of Independent Auditors                                   iii

24.0   Power of Attorney                                                  iv
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{"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": "333-68397", "film-number": "98764193"}, "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 4, 1998
                         Registration No. 333 -       
                       

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, DC  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 juristiction of      (I.R.S. Employer Identification No.)
   incorporation or organization)

   11000 Broken Land Parkway
       Columbia, Maryland                               21044
(Address of principle executive offices)              (Zip Code)

                         THE RYLAND GROUP, INC.
              EXECUTIVE AND DIRECTOR DEFERRED COMPENSATION PLAN
                         THE RYLAND GROUP, INC.
                    NON-EMPLOYEE DIRECTORS' STOCK UNIT PLAN
                              (Full title of plan)

           (Name address and telephone number of agent for service)
                            Timothy J. Geckle
                           The Ryland Group, Inc.
                          11000 Broken Land Parkway
                           Columbia, Maryland 21044
                                410-715-7000

                     CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
                                     Proposed       Proposed
                        Amount       Maximum         Maximum         Amount
Title of Securities      to be       Offering       Aggregate     Registration
  to be Registered    Registered   Price Per Unit  Offering Price     Fee
------------------------------------------------------------------------------
Deferred Compensation 
 Plan Obligations(1)  30,000,000      $1.00         $30,000,000       $8,340
------------------------------------------------------------------------------
Common Stock, $1.00 
  par value (2)           50,000(3)  $26.84375(4)    $1,342,188          374
------------------------------------------------------------------------------
1.     To be issued pursuant to the Executive and Director Deferred 
Compensation Plan.  The Deferred Compensation Plan Obligations are unsecured 
obligations of the Registrant to pay deferred compensation in the future in 
accordance with the terms of the Registrant's Executive and Director Deferred 
Compensation Plan. 

2.     To be issued pursuant to the Registrant's Executive and Director 
Deferred Compensation Plan or the Registrant's Non-Employee Directors' Stock 
Unit Plan, in any combination, but not to exceed in the aggregate 50,000 
shares.

3.     In addition, pursuant to Rule 416 under the Securities Act of 1933, as 
amended, this Registration Statement also covers an indeterminate number of 
shares of Common Stock that may be offered or issued by reason of stock splits, 
stock dividends or similar transactions.

4.     Estimated solely for purposes of calculating the registration fee 
pursuant to Rule 457(c) and (h).  The proposed maximum offering price per 
share, proposed maximum aggregate offering price and the amount of the 
registration fee are based on the average of the high and low prices of The 
Ryland Group, Inc. Common Stock reported on the New York Stock Exchange on 
November 30, 1998 (i.e., $26.84375)

                                    PART I

                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be included in this Form S-8 Registration Statement pursuant 
to introductory Note to Part I of Form S-8.

                                   PART II

                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

        The following documents which have been filed by the Registrant with 
the Securities and Exchange Commission (the "Commission") are incorporated 
herein by reference:

       (a)   Annual Report on Form 10-K for the fiscal year ended December 31, 
             1997; 

       (b)   All other reports filed pursuant to Sections 13(a) or 15(d) of the 
             Securities Exchange Act of 1934, as amended ("Exchange Act"),     
             since the end of the fiscal year covered by the document referred 
             to in (a) above; and

       (c)   Description of Common Stock of the Registrant contained or
             incorporated in the registration statements filed by the
             Registrant under the Exchange Act, including any amendments or
             reports filed for the purpose of updating such description.

       All documents subsequently filed by the Registrant with the Commission 
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 of this Registration Statement from the date of 
filing of such documents.

Item 4.  Description of Securities.

         A portion of the securities being registered represent obligations 
(the "Obligations") of the Registrant to pay to the participants in The Ryland 
Group, Inc. Executive and Director Deferred Compensation Plan (the "Plan"), 
upon their retirement or termination of service as a director or such other 
fixed date specified by the participant, salary or retainer fees the receipt of 
which the participants have elected to defer and any increases or decreases in 
value credited to or against such amounts.  Amounts credited to a participant's 
account are credited with earnings based on a notional investment measurement, 
which may be shares in investment companies registered under the Investment 
Company Act of 1940, bank obligations, direct or guaranteed federal or state 
governmental obligations and shares of common stock, including shares of common 
stock of the Registrant, that are listed on the New York Stock Exchange or 
other national securities exchange or quoted on the Nasdaq National Market.  
The Obligations are payable in cash or shares of common stock of the Registrant 
in a single sum distribution or in installments, at the election of the 
participant made in accordance with the Plan.  There is no trading market for 
the Obligations.

      The Obligations are unsecured general obligations of the Registrant and 
rank pari passu with other unsecured and unsubordinated indebtedness of the 
Registrant.  The Obligations are not subject in any

                                    1

manner to anticipation, alienation, sale, transfer, assignment, pledge, 
encumbrance, attachment or garnishment.  Any attempt by any person to transfer 
or assign benefits under the Plan, other than a claim for benefits by a 
Participant or his or her beneficiary(ies), will be null and void.

     The Obligations are not subject to redemption prior to the retirement, 
termination or death of the participant.  The Obligations are not convertible 
into any other security of the Registrant.  No trustee has been appointed to 
take action with respect to the Obligations and each participant in the Plan 
will be responsible for enforcing his or her own rights with respect to the 
Obligations.  The Registrant may establish a "rabbi trust" to serve as a source 
of funds from which it can satisfy the Obligations.  Participants in the Plan 
will have no rights to any assets held by a rabbi trust, except as general 
creditors of the Registrant.  Assets of any rabbi trust will at all times be 
subject to the claims of the Registrant's general creditors.

Item 5.   Interests of Named Experts and Counsel.

     The legal validity of the Obligations offered by this Prospectus has been 
passed upon by Timothy J. Geckle, Senior Vice President, Secretary and General 
Counsel of the Registrant.  As of the date of this Prospectus, Mr. Geckle 
beneficially owned approximately 10,000 shares of the Registrant's common stock 
directly, and had the right to purchase up to 60,000 shares of the Registrant's 
common stock pursuant to outstanding stock options awarded under the 1992 
Equity Incentive Plan. 

Item 6.   Indemnification of Directors and Officers.

     As permitted by the Maryland General Corporation Law ("MGCL"), Article 
Eighth, Paragraph (8) of the Registrant's Amended and Restated Charter 
("Registrant's Charter") provides for indemnification of directors and officers 
of the Registrant, 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.

     Also, the Registrant's By-Laws contain indemnification procedures that 
implement the indemnification provisions of the Registrant's Charter.  The MGCL 
permits a corporation to indemnify its directors and officers, among others, 
against judgments, penalties, fines, settlements and reasonable expenses 
actually incurred by them in connection with any proceedings to which they may 
be a party by reason of their service in those or other capacities, unless it 
is established that (a) the act or omission of the director or officer was 
material to the matter giving rise to such proceedings and (i) was committed in 
bad faith or (ii) was the result of active and deliberate dishonesty, (b) the 
director or officer actually received an

                                        2

improper personal benefit in money, property or services, or (c) in the case of 
any criminal proceedings, the director or officer had reasonable cause to 
believe that the action or omission was unlawful.

    As permitted by the MGCL, Article NINTH of the Registrant's Charter 
provides for limitation of liability of directors and officers of the 
Registrant, 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 or 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 provisions with
            respect to any act or omission which occurs prior to such 
            amendment or repeal.

    The MGCL permits the charter of a Maryland corporation to include a 
provision limiting the liability of its directors and officers to the 
corporation and its stockholders for money damages, except to the extent that 
(i) the person actually received an improper benefit or profit in money, 
property or services or (ii) a judgment or other final adjudication is entered 
in a proceeding based on a finding that the person's action, or failure to act, 
was the result of active and deliberate dishonesty and was material to the 
cause of action adjudicated in the proceeding.

    As permitted under Section 2-418(k) of the MGCL, 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 Maryland law governing 
indemnification.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     A list of exhibits is set forth on the Exhibit Index which immediately 
precedes the exhibits and which is incorporated by reference herein.

Item 9.   Undertakings.

    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 this 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

                                       3

            information in the Registration Statement. 

            Paragraphs (l)(i) and (l)(ii) above do not apply if 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 this 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.

     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 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.
            ---- ----

    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. 

                                       4

                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, 
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, State of Maryland, on the 4th day of 
December, 1998.

                                           THE RYLAND GROUP, INC.

                                         By: /s/ Timothy J. Geckle
                                           ----------------------
                                             Timothy J. Geckle
                                             As Attorney-in-Fact
                                             for R. Chad Dreier
                                             Chairman of the Board,
                                             President
                                             and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this Form S-8 
Registration Statement has been signed below by the following persons in the 
capacities and on the dates indicated.
 
Signature                          Title                       Date
---------                          -----                       ----
/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998
----------------------       R. Chad Dreier 
Timothy J. Geckle         Chairman of the Board,   
                          President and Chief 
                           Executive Officer
                      (Principal Executive Officer)

/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998 
---------------------      Michael D. Mangan 
Timothy J. Geckle       Executive Vice President
                       and Chief Financial Officer
                      (Principal Financial Officer)

/s/ Timothy J. Geckle    As Attorney-in-Fact for         December 4, 1998
---------------------        Stephen B. Cook
Timothy J. Geckle           Vice President and
                           Corporate Controller
                      (Principal Accounting Officer)

A Majority of the Board of Directors:

R.  Chad Dreier, James A. Flick, Jr., Robert J. Gaw, Leonard M. Harlan, L. C. 
Heist, William G. Kagler, Charlotte St. Martin, John O. Wilson

/s/Timothy J. Geckle        As Attorney-in-Fact          December 4, 1998
--------------------
Timothy J. Geckle

                                        5

EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION                                                 PAGE
------      -----------                                                 -----

4.1    Charter of The Ryland Group, Inc., as amended(incorporated
       by reference from Form 10-K for the year ended December 31,
       1989)

4.2    Rights Agreement dated as of October 18, 1996, between The 
       Ryland Group, Inc., and ChaseMellon Shareholder Services,
       L.L.C. (incorporated by reference from Form 8-K filed
       October 24, 1996)

4.3    Executive and Director Deferred Compensation Plan, effective
       as of January 1, 1997 between The Ryland Group, Inc. and 
       certain of its executive employees and Directors (incorporated
       by reference from Form 10-K for the year ended December 31, 1996)

4.4    Amendment and Restatement of the Executive and Director 
       Deferred Compensation Plan, as of March 1, 1997 between
       The Ryland Group, Inc. and certain of its executive employees
       and Directors (incorporated by reference from Form 10-K for
       the year ended December 31, 1997)

4.5    Amendment No. 1 to the Executive and Director Deferred
       Compensation Plan effective January 1, 1998 (incorporated by
       reference from Form 10-K for the year ended December 31, 1997)

4.6    Non-Employee Directors' Stock Unit Plan between The Ryland
       Group, Inc. and the Board of Directors, effective January 1, 1998
       (incorporated by reference from Form 10-K for the year ended
       December 31, 1997)

5.0    Opinion of Timothy J. Geckle, counsel for the Registrant,
       regarding the legal validity of the Obligations being 
       registered for issuance under the Plan                             ii

23.1   Consent of Counsel (contained in Exhibit 5.0)                      ii

23.2   Consent of Independent Auditors                                   iii

24.0   Power of Attorney                                                  iv