RYLAND GROUP INC
11-K, 1994-07-05
OPERATIVE BUILDERS
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<PAGE>

THIS DOCUMENT IS A COPY OF THE FORM 11-K ANNUAL 
REPORT FILED ON 7/1/94 PURSUANT TO A RULE 201 
TEMPORARY HARDSHIP EXEMPTION.


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549





FORM 11-K



(Mark One):

[X]	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993.

OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934 [NO FEE REQUIRED].
For the transition period from________to________.

Commission file number  1-8029  .


A.  The Ryland Group, Inc. Retirement and Stock Ownership Plan

B.  The Ryland Group, Inc.
    11000 Broken Land Parkway
    Columbia, Maryland, 21044	


<PAGE>

THE RYLAND GROUP, INC.
Information Required by Form 11-K

INDEX


                                                               Page Number

Report of Independent Auditors                                         1

Item 4.                          Audited Financial Statements
                                    and Schedules                      2-20

Exhibit 24.                      Consent of Ernst and Young,
                                    Independent Auditors               21

SIGNATURES                                                             22



<PAGE>


REPORT OF INDEPENDENT AUDITORS


Employee Benefits Committee
The Ryland Group, Inc.
Retirement and Stock Ownership Plan


We have audited the accompanying statements of net assets available for 
plan benefits of The Ryland Group, Inc. Retirement and Stock Ownership 
Plan as of December 31, 1993 and 1992, and the related statements of 
changes in net assets available for plan benefits for the years then 
ended. These financial statements are the responsibility of the Plan's 
management. Our responsibility is to express an opinion on  these 
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are 
free of material misstatement. An audit includes examining, on a test 
basis, evidence supporting the amounts and disclosures in the financial 
statements. An audit also includes assessing the accounting principles 
used and significant estimates made by management, as well as evaluating 
the overall financial statement presentation. We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the net assets available for plan 
benefits of the Plan at December 31, 1993 and 1992, and the changes in 
its net assets available for plan benefits for the years then ended, in 
conformity with generally accepted accounting principles. 

Our audits were made for the purpose of forming an opinion on the 
financial statements taken as a whole. The accompanying supplemental 
schedules of assets held for investment purposes as of December 31, 1993 
and reportable transactions for the year then ended are presented for 
purposes of complying with the Department of Labor's Rules and 
Regulations for Reporting and Disclosure under the Employee Retirement 
Income Security Act of 1974, and are not a required part of the financial 
statements. The supplemental schedules have been subjected to the 
auditing procedures applied in our audit of the 1993 financial statements 
and, in our opinion, are fairly stated in all material respects in 
relation to the 1993 financial statements taken as a whole.

As discussed in Note B to the financial statements, in 1992 the Plan 
changed its method of accounting for accrued benefits to terminated 
participants.

                                        /s/ Ernst & Young
 
June 23, 1994
                             1


<PAGE>

STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS

The Ryland Group, Inc.
Retirement and Stock Ownership Plan

<TABLE>                                    December 31,    December 31,
                                               1993            1992 
                                            -----------     ----------
<S>                                        <C>              <C>
ASSETS                                       

Receivables:
   Accrued employer contributions           $1,291,250             
   Accrued participant contributions               242  
   Accrued interest and dividends              416,919       $  43,773
                                            ----------      ---------- 

      Total receivables                      1,708,411          43,773

Investments at market value:                    
   Short-term investments                      115,401      19,449,460
   CIGNA Income Fund                         7,234,084       5,708,126
   Preferred stock of     
     The Ryland Group, Inc.
      Unallocated                           21,512,045      23,887,481
      Allocated                             12,088,070       9,521,626
   Common stock of
     The Ryland Group, Inc.                    619,780         875 857
   Mutual funds                             22,503,700       1,949,730
   Loans to participants                     1,971,375       2,392,866
                                            ----------      ---------- 
        Total investments                   66,044,455      63,785,146 
                                            ----------      ---------- 
  
        Total Assets                        67,752,866      63,828,919
                                            ----------      ---------- 

LIABILITIES

Accounts payable                                29,358        
Loan payable to
   The Ryland Group, Inc.                   28,114,880      31,072,301
                                            ----------      ----------
 
     Total Liabilities                      28,144,238      31,072,301
                                            ----------      ---------- 

NET ASSETS AVAILABLE FOR 
    PLAN BENEFITS                          $39,608,628     $32,756,618
                                           ===========     =========== 

See notes to financial statements

</TABLE>
 
                                   2


<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS

The Ryland Group, Inc.
Retirement and Stock Ownership Plan

<TABLE>                                     Year Ended      Year Ended
                                            December 31,    December 31,
                                               1993            1992 
                                            -----------     -----------
<S>                                         <C>             <C>
ADDITIONS                                      
Contributions:
   Employer                                 $ 5,138,514     $ 3,471,258
   Participants                               4,454,959       3,200,836
   Rollovers                                    231,023       1,666,260
                                             ----------      ----------

      Total contributions                     9,824,496       8,338,354 

Interest:                   
   Short-term investments                         1,856          17,574
   CIGNA Income Fund                            516,586         392,825
   Mutual funds                                                  68,638
   U.S Government securities                                     18,717
   Corporate bonds                                              316,275
   Participant loans                            171,948         200,134
                                              -----------    -----------
      Total interest                             690,390       1,014,163
   Dividends:
    The Ryland Group, Inc.                                        
      Preferred stock                          2,589,000      2,677,136
      Common Stock                                20,013         23,173
   Mutual funds                                1,575,160        562,246
   Unaffiliated common stock                                    133,676
                                              -----------    -----------

        Total dividends                        4,184,173      3,396,231
                                              -----------    ----------- 
  
Total Additions                               14,699,059     12,748,748

DEDUCTIONS

Benefit payments to participants               6,228,059      4,668,881
Interest expense                               3,044,665      3,322,414
Administrative expenses                           82,017        185,488
                                             -----------     ----------
Total Deductions                               9,354,741      8,176,783
                                             

Net (loss) gain on sale of investments          (444,606)     1,935,674
                                            

Net unrealized appreciation (depreciation)
    in market value of investments             1,952,298     (2,536,157)
                                             -----------     ----------
Increase in net assets
    available for plan benefits                6,852,010     3,971,482
 
Net assets available for plan benefits at
    beginning of year                         32,756,618     28,785,136
                                             -----------    -----------

Net assets available for plan benefits at
    end of year                              $39,608,628    $32,756,618
                                            =============   =========== 

See notes to financial statements
                     

</TABLE>                               3


<PAGE>

NOTES TO FINANCIAL STATEMENTS

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE A:  SIGNIFICANT ACCOUNTING POLICIES


The financial statements of the The Ryland Group, Inc. Retirement and 
Stock Ownership Plan ("the Plan" or "the RSOP") are prepared on the 
accrual basis of accounting.

Investments are stated at aggregate current market value.  Securities 
traded on a national securities exchange are valued at the last reported 
sales price on the last business day of the Plan year.  The Preferred 
Stock of The Ryland Group, Inc. (the "Company"), is valued quarterly by an 
independent appraiser, with a minimum guaranteed value of $25.25 by the 
Company.  Deposits invested by the Trustee in funds maintained by CIGNA 
are stated at current redemption value.  The Trustee invests any excess 
funds on a short-term basis in common trust funds.

The change in the difference between current market value and the cost of 
investments is reflected in the statement of changes in net assets 
available for plan benefits as net unrealized appreciation or depreciation 
in market value of investments.

The net gain or loss on sale of investments reflects the difference 
between the proceeds received and the cost of the specific investment 
shares sold.  Expenses relating to the purchase or sale of investments are 
added to their cost or deducted from their proceeds.  

During 1992, administrative services, trustee fees, investment advisors 
fees and other direct expenses were paid by the Plan and were based on 
customary and reasonable rates for such services.  Effective January 1, 
1993, each participant account is charged a flat fee of $12.50 per 
quarter to pay for a portion of such expenses.  The Company pays 
administrative costs to the extent they are not covered by the 
participants.

The Plan accounts for benefits due but unpaid as a component of net assets 
available for plan benefits.  Benefits due but unpaid were approximately 
$321,446 and $642,800 at December 31, 1993 and 1992, respectively. 

On January 1, 1992, approximately $1,144,000 of participant balances in 
the Brock (the Company's California operations) 401(k) plan were 
transferred into the RSOP as a result of that plan's termination on 
December 31, 1991.  Participant balances were allocated among the 
available RSOP investment options.  This transfer and allocation of 
monies are reflected in the Statement of Changes in Net Assets Available 
for Plan Benefits as part of the rollover contributions reported for 
1992.  


                                4   


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE B: CHANGE IN ACCOUNTING PRINCIPLE

Prior to 1992, the Plan accounted for benefits due but unpaid as a 
liability of the Plan and, accordingly, a reduction of net assets 
available for plan benefits.  During 1992, the American Institute of 
Certified Public Accountants issued the Industry Audit Guide "Audits of 
Employee Benefit Plans" which requires that benefits due but unpaid be 
included as a component of net assets available for plan benefits and 
disclosed in a note to the financial statements.  As a result of this 
change, the accompanying financial statements have been restated and net 
assets available for plan benefits increased by approximately $1,901,900 
at January 1, 1992.  Also, the change in net assets available for plan 
benefits was decreased by the same amount for the year ended December 31, 
1992.


NOTE C:  DESCRIPTION OF THE PLAN

General

The RSOP was established on August 16, 1989.  Designed to be an employee 
stock ownership plan with a deferred compensation and profit sharing 
arrangement, the Plan permits deferral of a portion of participants' 
pretax income pursuant to Section 401(k) of the Internal Revenue Code.  
These participant contributions into the plan are combined with Company 
contributions of Series A ESOP Convertible Preferred Stock (the 
"Preferred Stock"), which are allocated to participants as a match of 
their pretax deferrals and as a discretionary contribution resulting from 
the Company's desire to share profits with participants.


Employee Eligibility

Employees are eligible to participate in the Plan at the beginning of the 
first pay period of the month that follows completion of a one-year 
period of service.  An employee will be credited with a one-year period 
of service upon completion of at least 1,000 hours of service in the 12-
month period beginning on the date of his/her employment or in any plan 
year beginning thereafter.
                                 5                                


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE C:  DESCRIPTION OF THE PLAN--CONTINUED

Employee Contributions and Investment Options

Each eligible employee may elect to contribute on a pretax basis, through 
a system of payroll deductions, any whole number percentage, from 
one percent (1%) to twelve percent (12%), of the eligible employee's 
compensation.  In accordance with IRS regulations, no employee may 
contribute more than $8,994 to the Plan for the 1993 calendar year.

The Plan provides participants with investment options with respect to 
participant contributions.  Participant contributions for 1992 were 
invested, at the discretion of the participant, in any combination of the 
five investment option funds below in 1 percent increments.  The 
investment options for 1992 were:

     The Ryland Group, Inc.  Common Stock--The Ryland Stock Fund consists
     exclusively of The Ryland Group, Inc. Common Stock.  The Fund is    
     managed by Wachovia Bank of North Carolina, N.A. , which also
     manages all purchases and sales of Common Stock.  At December 31, 
     1992, 391 employees were participating in this option.

     Vanguard Money Market Fund (U.S. Treasury Portfolio) --The Vanguard
     Money Market Fund (U.S. Treasury Portfolio) is a money market mutual
     fund which invests in short-term U.S. Government Securities.  At
     December 31, 1992, 571 employees were participating in this option.

     Vanguard Explorer I Fund--The Vanguard Explorer I Fund is a mutual 
     fund seeking long-term growth of capital by investing primarily in 
     equity securities of relatively small unseasoned or embryonic
     companies.  Most of the securities purchased are not listed on the
     national stock exchanges but have an established over the counter
     market, the depth and liquidity of which will vary.  The Fund's
     investments are diversified but may be considered speculative.  At
     December 31, 1992,560 employees were participating in this option.

     Vanguard Windsor I Fund, Inc.--The Vanguard Windsor I Fund is a
     mutual fund which seeks long-term growth through investments, mostly
     in common stocks.  A secondary objective is to provide current
     income, through dividends, which is then reinvested in the Fund.
     The Fund's investments are typically characterized by low price-
     earnings ratios and reasonably good income yields.  At
     December 31, 1992, 955 employees were participating in this option.
                            6


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE C:  DESCRIPTION OF THE PLAN--CONTINUED

Employee Contributions and Investment Options - cont.


     CIGNA Income Fund --The CIGNA Income Fund is a fund which consists
     of investments in intermediate-term obligations of a "fixed income"
     nature.  These are predominantly public and direct placement bonds
     and mortgages.  Interest rates on funds are declared annually and in
     advance.  At December 31, 1992, 886 employees were participating in
     this option.

In May 1992, the Employee Benefits Committee agreed to eliminate The Ryland 
Group, Inc. Common Stock Fund and the Vanguard Explorer, Windsor and Money 
Market funds as RSOP investment options for participants effective January 
1, 1993.  Four new investment options were chosen to replace these funds.  
Participant balances in the Vanguard funds were transferred at the 
participant's discretion among the CIGNA Income Fund and the four new funds 
described below.  Participant balances in The Ryland Group Inc. Common 
Stock fund remain as frozen options which can be liquidated at the 
participant's option.  At December 31, 1993, 244 employees were maintaining 
balances in The Ryland Group, Inc. Common Stock Fund, and 904 employees 
were participating in the CIGNA Income Fund investment option.


New Investment Options for 1993:

     Putnam Voyager Fund --The Putnam Voyager Fund is an aggressive 
     equity mutual fund seeking capital appreciation primarily by 
     investing in emerging growth stocks of small to medium sized 
     companies with the potential for above average sales and earnings 
     growth as well as opportunity stocks of larger, well-established 
     companies, which show near-term growth potential resulting from 
     some change in the company's business plan or competitive 
     environment.  The investment manager of this fund is The Putnam 
     Management Company, Inc.  At December 31, 1993, 999 employees 
     were participating in this option.


     Kemper Growth Fund --The Kemper Growth Fund is an equity mutual   
     fund which seeks growth of capital by primarily investing in common 
     stocks of companies that are typically characterized by above average
     profitability, leadership position in the industry, good management,
     increasing demand for the companies' products and services, and new 
     product development.  The investment manager of this fund is Kemper 
     Financial Services, Inc.  At December 31, 1993, 1,157 employees were
     participating in this option.
                                   7


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE C:  DESCRIPTION OF THE PLAN--CONTINUED

Employee Contributions and Investment Options - cont.

     American Balanced Fund --The American Balanced Fund is a 
     conservative mutual fund seeking preservation of capital and income 
     as well as long-term growth of capital and income by broadly 
     investing in a diversified portfolio of blue chip common stocks, 
     preferred stocks, corporate bonds, and U.S. Government securities.
     The investment advisor of this fund is Capital Research and 
     Management Company (CRMC).  At December 31, 1993, 1,078 employees 
     were participating in this option.

     Standish Fixed Income Fund --The Standish Fixed Income Fund is a 
     mutual fund seeking to achieve a high level of current income while 
     preserving principal and liquidity by primarily investing in a 
     diversified portfolio of investment-grade fixed income securities 
     such as bonds, notes, mortgage pass-through securities, convertible 
     debt securities and debt securities with an average maturity of 
     five to thirteen years.  The investment advisor of this fund is 
     Standish, Ayer & Wood, Inc.  At December 31, 1993, 607 employees 
     were participating in this option.


Elimination of Pooled Fund 

In addition to eliminating the Vanguard Funds, the Employee Benefit 
Committee also agreed to eliminate, effective January 1, 1993, the pooled 
fund which managed investments of pre-1990 company contributions for the 
Profit Sharing Trust (PST), a predecessor plan to the RSOP.  The PST 
participant balances, which were invested with Standish, Ayer and Wood, 
were freed to be allocated at the participants' discretion among the 1993 
RSOP investment options.

Company Contributions

Contributions made by the Company are made to The Ryland Group, Inc. 
Preferred Stock Fund. 

Following each calendar quarter, the Company will match one hundred 
percent (100%) of the participant's contributions, not to exceed six 
percent (6%) of the participant's compensation.  In addition, the Company 
may make a discretionary contribution for any plan year.  The amount is 
determined by resolution of the Board of Directors and will at least 
equal the amount required to make an ESOP Loan (defined below) 
amortization payment for such plan year after application of matching 
contributions, dividends and forfeitures for the plan year.  The Company 
has not made discretionary contributions for the years ended December 31, 
1993 and 1992.
                                8    


<PAGE>


NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE C:  DESCRIPTION OF THE PLAN--CONTINUED

Vesting

Participants' contributions are fully vested at all times.  The Plan 
provides for graduated vesting of Company contributions of 25% after two 
years' service and 25% additional vesting for each year thereafter until 
the fifth year, at which time participants are 100% vested.  Participants 
are automatically vested upon death, disability or retirement at age 65. 

ESOP Loan

The "ESOP Loan" is a loan between the Company and the Plan; the proceeds 
were used by the Plan to acquire the Preferred Stock (see Note D below).  
To the extent Company contributions, including matching contributions and 
discretionary contributions, are used to make an ESOP Loan amortization 
payment, such contributions are made in cash.  After each ESOP Loan 
amortization payment is made, a number of shares of Preferred Stock are 
released from the ESOP Loan suspense account based on a predetermined 
formula.  Following the release of the Preferred Stock from the ESOP Loan 
suspense account and allocation of a portion of the shares of Preferred 
Stock attributable to dividends, the remaining shares of Preferred Stock 
are allocated among the participants' Convertible Preferred Stock 
accounts based on the amount of the matching contributions.  Any 
remaining shares of Preferred Stock attributable to the discretionary 
contribution are allocated among the participants' Convertible Preferred 
Stock accounts based on participants' compensation. 

Other

The Company expects and intends to continue the Plan indefinitely but 
reserves the right to amend, suspend or terminate the Plan at any time. If 
the Company terminates the Plan, each participant will become fully vested 
in all of his or her accounts under the Plan and will be entitled to a 
distribution of such accounts in accordance with the terms of the Plan.

Earnings on investments, net gains or losses on sales of investments and 
unrealized appreciation or depreciation in market value of investments 
are allocated to individual participant accounts based on a ratio of the 
individual's account balance to the total fund balance.

The maximum accounting loss the Plan would incur if parties to the 
financial instruments failed to perform would be the current value of the 
investment as stated on the Statement of Net Assets Available for Plan 
Benefits.  None of the investments are secured by collateral.
                                9


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE C:  DESCRIPTION OF THE PLAN--CONTINUED

Additional information about the Plan agreement is contained in the 
pamphlet The Ryland Retirement and Stock Ownership Plan.  Copies of this 
pamphlet are available from the Company's Employee Benefits Department.


NOTE D: PREFERRED STOCK AND THE LOAN PAYABLE TO RYLAND

On August 31, 1989, the Company sold 1,267,327 shares of non-transferable 
Series A ESOP Convertible Preferred Stock, par value $1.00, to the Plan 
for $31.5625 per share, or an aggregate purchase price of approximately 
$40,000,000.  Each share of Preferred Stock will pay an annual cumulative 
dividend of $2.2094, or 7.0 percent of the purchase price per share, and 
is convertible initially into one share of the Company's Common Stock.  
During 1993 and 1992, the Company paid $2,589,000 and $2,677,136 in 
dividends on the Preferred Stock.  Each share of Preferred Stock is 
entitled to a number of votes equal to the shares into which it is 
convertible, and the holders of the Preferred Stock generally vote 
together with the Common Stock on all matters.  The conversion and voting 
rights of the Preferred Stock are subject to anti-dilution adjustments.  

The Plan's purchase of shares of Preferred Stock was financed by a loan 
to the Plan from the Company in an amount of $40,000,000.  The loan bears 
interest at the rate of 9.99 percent and is expected to be repaid over 10 
years by the Plan through dividends received on the Preferred Stock and 
Company contributions.  The Plan incurred approximately $3,045,000 and 
$3,322,000 of interest on this loan in 1993 and 1992.  Participants 
receive allocations of the Preferred Stock as debt payments are made. 
During 1993 and 1992, there were 118,340 and 117,167 shares released 
respectively and distributed to participants. The unallocated preferred 
shares are collateral to the loan payable to Ryland.  As of December 31, 
1993, there were 738,610 unallocated preferred shares with an approximate 
value of $21,512,000.  At December 31, 1992 there were 856,950 
unallocated preferred shares with an approximate value of $23,887,000.

Maturities of the loan payable to Ryland for each of the next five years 
are as follows:

<TABLE>
<S>                                          <C>

1994                                         $4,642,565
1995                                         $3,678,104
1996                                         $5,908,209
1997                                         $6,388,298
1998                                         $6,880,634

</TABLE>
                                10


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE E:  DISTRIBUTIONS

A participant who terminates employment with the Company by reason 
of a separation from service, death, disability or retirement will 
be paid the current value of his/her contributions to the Plan, 
plus the vested portion of his/her account, if any, attributable to 
Company contributions.  Distributions from a participant's vested 
portion of his/her Convertible Preferred Stock account will be made 
at the participant's election either in cash or whole shares of 
Common Stock of the Company.  If the participant elects to receive 
Common Stock, the Trustee will convert each share of Preferred 
Stock held in the participant's Convertible Preferred Stock account 
into one share of Common Stock and will receive in cash any 
differential between the current Common Stock price and the 
appraised value of the Preferred Stock.  The Trustee will then use 
the cash to acquire additional shares of Common Stock and will 
distribute the total number of shares of Common Stock that were 
acquired. If the participant elects to receive cash, the Trustee 
will convert each share of Preferred Stock into the number of 
shares of Common Stock into which such Preferred Stock is 
convertible, and will receive in cash any differential between the 
current Common Stock price and the fair market value of the 
Preferred Stock.  The Trustee will then sell the shares of Common 
Stock on the open market and distribute the cash proceeds. The non-
vested portion of the Company's contributions credited to the 
terminating participant is forfeited immediately.
                                  11


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE F:  INVESTMENTS

During 1993 and 1992, the Plan's investments (including investments 
bought and sold, as well as held during the year) appreciated 
(depreciated) in market value by $1,507,692 and $(600,483), respectively.

<TABLE>
<CAPTION>

                               Net Appreciation 
                               (Depreciation)in 
FOR THE YEAR ENDED                Market Value       Market Value at
DECEMBER 31, 1993                 During Year          End of Year 
                               ----------------      --------------

<S>                            <C>                <C>
Common Stock--
  The Ryland Group, Inc.       $       (30,771)   $      619,780
Putnam Voyager Fund                    598,684         4,970,340
Kemper Growth Fund                    (333,307)        7,210,603
American Balanced Fund                 104,232         6,931,783
CIGNA Income Fund                            0         7,234,084
Capitol Money Market Fund                    0	           115,401
Standish Fixed Income Fund             124,419	         3,390,974
Preferred Stock--
  The Ryland Group, Inc.             1,044,435        33,600,115
Loans to Participants                        0         1,971,375
                                --------------     -------------
Total                          $     1,507,692    $   66,044,455
                               ===============    ==============
</TABLE>
                                   12  


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE F:  INVESTMENTS--CONTINUED

<TABLE>
<CAPTION>

                                 Net Appreciation
                                 (Depreciation)
FOR THE YEAR ENDED               in Market Value    Market Value at
DECEMBER 31, 1992                  During Year        End of Year 
                                 --------------     --------------

<S>                               <C>               <C>

Common Stock--
  The Ryland Group, Inc.           $ (126,397)       $    875,857
Vanguard Money Market Fund                  0           1,949,730
Vanguard Explorer Fund                171,912                   0
Vguard Windsor Fund                   424,364                   0
CIGNA Income Fund                           0           5,708,126
Capitol Money Market Fund                   0          19,449,460
Common Stock--
  Unaffiiated Issuers                  243,372                  0
U.S Government Bonds and Notes           9,473                  0
Corporate Bond Mutual Fund              47,924                  0
Equity Mutual Funds                     41,448                  0
Preferred Stock--
  The Ryland Group, Inc.            (1,412,579)        33,409,107
Loans to Participants                        0          2,392,866
                                   ------------       -----------

Total                               $ (600,483)       $63,785,146
                                   ============       ===========

</TABLE>

The market value of individual investments that represent 5% or more of 
the Plan's net assets are as follows:

<TABLE>
<CAPTION>

                                   December 31,     December 31,
                                      1993              1992   
                                  -------------    -------------

<S>                               <C>              <C>

Putnam Voyager                     $  4,970,340    
Kemper Growth Fund                 $  7,210,603    
American Balanced Fund             $  6,931,783    
Standish Fixed Income Fund         $  3,390,974    
Vanguard Money
  Market Fund                                      $  1,949,730
CIGNA Income Fund                  $  7,234,084    $  5,708,126
Preferred Stock--
  The Ryland Group, Inc.           $ 33,600,115    $ 33,409,107
Capitol Money Market
Mutual Funds Class A                               $ 19,449,460
Loans to Participants              $  1,971,375    $  2,392,866

</TABLE>
                                   13


<PAGE>

NOTES TO FINANCIAL STATEMENTS--CONTINUED

THE RYLAND GROUP, INC.
RETIREMENT AND STOCK OWNERSHIP PLAN


NOTE G:  INCOME TAX STATUS

The Plan is intended to be a tax-qualified plan under Section 401 of the 
Internal Revenue Code (IRC), and, therefore, not subject to tax under 
present income tax regulations.  The Internal Revenue Service (IRS) is 
currently reviewing the regulations of Section 401 to determine if an ESOP 
with ESIP provisions should be governed by this section. The ultimate 
receipt of a favorable IRS determination letter by the Plan cannot be 
predicted at this time. Currently, participants are not subject to federal 
income tax on contributions to the Plan and income thereon until such 
amounts are distributed to them.

The Company intends to make any adjustments to the Plan that may be 
required in order for this Plan to remain a tax-qualified plan under the 
appropriate IRC section.
                                 14


<PAGE>

The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1993


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND


<TABLE>
<CAPTION>

                                     Ryland     Putnam       Kemper  
                                     Common     Voyager      Growth  
                                    ---------   --------    --------- 
<S>                                <C>        <C>         <C>
ASSETS

Receivables:
   Accrued employer contributions                                   
   Accrued employee contributions              $   3,310  $    6,326
   Accrued interest and dividends                187,148       2,722  
                                    ---------  ----------  ---------- 
      Total receivables                          190,458       9,048  

Investments at market value:
   Short-term investments            $ 2,943                         
   CIGNA Income Fund                                                
   Preferred stock of                                                
      The Ryland Group, Inc.                                         
   Common stock of                                                 
      The Ryland Group, Inc.         619,660                        
   Mutual funds                                4,970,340   7,210,603 
   Loans to participants     
                                   ---------- -----------  ---------  
       Total investments             622,603   4,970,340   7,210,603 

                                   ---------- -----------  --------- 
     Total Assets                    622,603   5,160,798   7,219,651 
                                   ==========  ==========  ========== 

      
LIABILITIES

   Accounts payable                      283       1,403       4,236    
   Loan payable to                                                 
      The Ryland Group, Inc.                                       
   Interfund payables (receivables)             (374,837)     (7,101)  
                                    ---------- -----------  ---------  
    Total Liabilities                    283    (373,434)     (2,865)
                                    ----------  ----------  ----------  

NET ASSETS AVAILABLE FOR
   PLAN BENEFITS                    $622,320  $5,534,232   $7,222,516  
                                  ========== ===========  ===========
</Table




The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1993


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND



</TABLE>
<TABLE>
<CAPTION>

                                  American   Standish     
                                 Balanced  Fixed Income   CIGNA 
                                ---------- -----------    ------ 
<S>                             <C>        <C>           <C>  
ASSETS

Receivables:
   Accrued employer contributions                                 
   Accrued employee contributions   $  1,642      $ (8,712)    $(2,324)
   Accrued interest and dividends         54       183,029      43,961 
                                     ---------    ----------    -------
      Total receivables                1,696       174,317      41,637 

Investments at market value:
   Short-term investments             67,915                    42,565 
   CIGNA Income Fund                                         7,234,084  
   Preferred stock of                                             
         The Ryland Group, Inc.                                  
  Common stock of                                                  
      The Ryland Group, Inc.                  
   Mutual funds                     6,931,783    3,390,974           
   Loans to participants     
                                   ----------   -----------  ---------  
       Total investments            6,999,698    3,390,974   7,276,649

                                   ----------   ----------- ----------- 
     Total Assets                   7,001,394    3,565,291   7,318,286
                                   ==========   =========== =========== 

LIABILITIES

   Accounts payable                     1,476     4,624         17,336 
   Loan payable to                                                      
      The Ryland Group, Inc.                                             
   Interfund payables (receivables)    92,906    (87,283)      376,119 
                                   ---------- -----------    ----------  
    Total Liabilities                  94,382    (82,659)      393,455 
                                   ----------  ----------    ----------  
NET ASSETS AVAILABLE FOR
   PLAN BENEFITS                   $6,907,012 $3,647,950    $6,924,831  
                                   =========== ==========  ===========


</TABLE>




The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1993


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND

<TABLE>
<CAPTION>

                                  Ryland      Pooled        Loan 
                                 Preferred  Investments     Fund         
                                 ---------  ----------    ---------   
<S>                                <C>        <C>         <C>     
ASSETS

Receivables:
   Accrued employer contributions  $1,291,250                      
   Accrued employee contributions                           
   Accrued interest and dividends           5                 
                                    ---------  ----------   ----------   
      Total receivables             1,291,255           0            0   

Investments at market value:
   Short-term investments               1,978                
   CIGNA Income Fund                                            
   Preferred stock of                                            
      The Ryland Group, Inc.       33,600,115                   
   Common stock of                                           
      The Ryland Group, Inc.              120                    
   Mutual funds                                 
   Loans to participants                                    $1,971,375  
                                   ---------- -----------   -----------  
       Total investments           33,602,213           0    1,971,375
                                   ---------- -----------   ----------- 
     Total Assets                  34,893,468           0    1,971,375
                                   ========== ============  =========== 

LIABILITIES

   Accounts payable                                       
   Loan payable to                                             
      The Ryland Group, Inc.       28,114,880                   
   Interfund payables (receivables)                               196
                                   ----------  -----------   ----------  
    Total Liabilities              28,114,880           0         196
                                   ----------  -----------   ----------  
NET ASSETS AVAILABLE FOR 
   PLAN BENEFITS                   $6,778,588 $         0  $1,971,179 
                                  =========== =========== ===========


</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1993


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND

<TABLE>
<CAPTION>

                                 Vanguard    Vanguard     Vanguard   
                                 Insured     Explorer     Windsor
                                 ---------   --------    ---------   
<S>                                <C>        <C>         <C>    
ASSETS

Receivables:
   Accrued employer contributions                              
   Accrued employee contributions                             
   Accrued interest and dividends                                
                                    ---------  ---------- ----------   
      Total receivables             $       0  $       0  $       0   

Investments at market value:
   Short-term investments                                
   CIGNA Income Fund                                           
   Preferred stock of                                             
      The Ryland Group, Inc.                                      
   Common stock of                                                
      The Ryland Group, Inc.                                      
   Mutual funds                         
   Loans to participants          
                                   ---------- -----------  -----------  
       Total investments                    0           0           0   
                                   ---------- -----------  ----------- 
     Total Assets                           0           0           0   
                                   ==========  =========== =========== 

LIABILITIES

   Accounts payable                                      
   Loan payable to                                          
      The Ryland Group, Inc.         
   Interfund payables (receivables)                            
                                    ---------- -----------   ----------  
    Total Liabilities                        0           0           0   
                                    ---------- -----------   ----------  
NET ASSETS AVAILABLE FOR 
   PLAN BENEFITS                    $        0  $        0   $       0 
                                   =========== ===========   ===========


</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1993


NOTE H: NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND

<TABLE>
<CAPTION>

                                        
                                       Total
                                     ---------   
<S>                                   <C>               
ASSETS

Receivables:
   Accrued employer contributions     $1,291,250  
   Accrued employee contributions            242  
   Accrued interest and dividends        416,919 
                                      ----------   
      Total receivables                1,708,411   

Investments at market value:
   Short-term investments                115,401 
   CIGNA Income Fund                   7,234,084 
   Preferred stock of                             
      The Ryland Group, Inc.          33,600,115 
   Common stock of                                 
      The Ryland Group, Inc.             619,780   
   Mutual funds                       22,503,700
   Loans to participants               1,971,375
                                     -----------  
       Total investments              66,044,455  
                                     ----------- 
     Total Assets                     67,752,866   
                                     =========== 

LIABILITIES

   Accounts payable                       29,358   
   Loan payable to                                
      The Ryland Group, Inc.          28,114,880 
   Interfund payables (receivables)            0  
                                      ----------  
    Total Liabilities                 28,144,238 
                                      ----------  
NET ASSETS AVAILABLE FOR 
   PLAN BENEFITS                     $39,608,628   
                                     =========== 
 
                             15


<PAGE>

The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1992


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND




</TABLE>
<TABLE>
<CAPTION>
                                  Ryland     Vanguard     Vanguard 
                                  Common     Insured      Explorer 
                                 ---------   --------    --------- 

<S>                                <C>        <C>         <C>      
ASSETS

Receivables:
   Accrued interest and dividends  $      18  $    4,797  $      235
                                  ----------  ----------   -----------
      Total receivables                   18       4,797         235

Investments at market value:
   Short-term investments              8,888      21,849   2,413,114
   CIGNA Income Fund                                                 
   Preferred stock of                                                
      The Ryland Group, Inc.                                         
   Common stock of                                                   
      The Ryland Group, Inc.         875,733                         
   Mutual funds                                1,949,730             
   Loans to participants                                             
                                   ---------- -----------  --------- 
      Total investments              884,621   1,971,579   2,413,114 
                                   ---------- -----------  --------- 
      Total Assets                   884,639   1,976,376   2,413,349 
                                   =========  ==========  ========== 


LIABILITIES

   Loan payable to                                                  
      The Ryland Group, Inc.                                         
   Interfund payables (receivables)  (11,260)     (3,506)     45,090 
                                   ---------- -----------  --------- 
      Total Liabilities              (11,260)     (3,506)     45,090
                                   ---------- -----------  --------- 


NET ASSETS AVAILABLE FOR
   PLAN BENEFITS                    $895,899  $1,979,882  $2,368,259
                                   =========  ==========  ==========

</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1992


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND


<TABLE>
<CAPTION>
                                  Vanguard                Pooled     
                                  Windsor     CIGNA    Investments  
                                 ----------- --------  ------------ 

<S>                               <C>         <C>         <C>        
ASSETS

Receivables:
   Accrued interest and dividends  $     629  $   35,204  $    2,890 
                                   ----------  ----------   ---------  
      Total receivables                  629      35,204       2,890 

Investments at market value:
   Short-term investments          6,924,114     144,736   9,929,394 
   CIGNA Income Fund                           5,708,126             
   Preferred stock of                                                 
      The Ryland Group, Inc.                                         
   Common stock of                                                    
      The Ryland Group, Inc.                                         
   Mutual funds                                                      
   Loans to participants                                             
                                   ---------- -----------  --------- 
      Total investments            6,924,114   5,852,862   9,929,394 
                                   ---------- -----------  --------- 
      Total Assets                 6,294,743   5,888,066   9,932,284 
                                   =========  ==========  ========== 


LIABILITIES

   Loan payable to                                                   
      The Ryland Group, Inc.                                        
   Interfund payables (receivables)  ( 4,396)    (34,887)      6,788
                                   ---------- -----------  --------- 
      Total Liabilities              ( 4,396)    (34,887)      6,788 
                                   ---------- -----------  --------- 


NET ASSETS AVAILABLE FOR
   PLAN BENEFITS                  $6,929,139  $5,922,953  $9,925,496 
                                  ==========  ==========  ========== 


</TABLE>




The Ryland Group, Inc. Retirement and Stock Ownership Plan
December 31, 1992


NOTE H:  NET ASSETS AVAILABLE FOR PLAN BENEFITS BY FUND



<TABLE>
<CAPTION>
                                    Ryland     Loan                  
                                  Preferred    Fund         Total    
                                 ----------- --------  ------------ 

<S>                               <C>         <C>         <C>        
ASSETS

Receivables:
   Accrued interest and dividends  $          $           $   43,773 
                                   ----------  ----------   ---------  
      Total receivables                    0           0      43,773 

Investments at market value:
   Short-term investments              7,365              19,449,460 
   CIGNA Income Fund                                       5,708,126 
   Preferred stock of                                                
      The Ryland Group, Inc.      33,409,107              33,409,107 
   Common stock of                                                   
      The Ryland Group, Inc.             124                 875,857 
   Mutual funds                                            1,949,730 
   Loans to participants                       2,392,866   2,392,866 
                                   ---------- -----------  --------- 
      Total investments           33,416,596   2,392,866  63,785,146 
                                   ---------- -----------  --------- 
      Total Assets                33,416,596   2,392,866  63,828,919 
                                  ==========  ==========  ========== 


LIABILITIES

   Loan payable to                                                 
      The Ryland Group, Inc.      31,072,301              31,072,301
   Interfund payables (receivables)                2,171           0 
                                   ---------- -----------  --------- 
      Total Liabilities           31,072,301       2,171  31,072,301 
                                   ---------- -----------  --------- 


NET ASSETS AVAILABLE FOR
   PLAN BENEFITS                  $2,344,295  $2,390,695 $32,756,618 
                                  ==========  ========== =========== 


</TABLE>
                                         16


<PAGE>

The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1993

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND


<TABLE>
<CAPTION>
                                                             
                           Ryland     Putnam       Kemper    
                           Common     Voyager      Growth    
                          ---------   --------    ---------  

<S>                       <C>         <C>         <C>        
ADDITIONS
Contributions:
   Employer                                                  
   Participants                       $  971,317  $1,273,180 
   Rollovers                              78,549      57,905 
                           ---------  ----------  ---------- 
      Total contributions          0   1,049,866   1,331,085 

Earnings on investments
   Interest                  $   116         414         573 
   Dividends                  20,013     185,667     490,849 
                           ---------  ----------  ---------- 
Total Additions               20,129   1,235,947   1,822,507 
                           ---------  ----------  ---------- 

DEDUCTIONS
Benefit payments to                                          
   participants               54,226     290,194     661,755 
Interest expense                                             
Administrative expenses                   14,187      18,661 
                           ---------  ----------  ---------- 
Total Deductions              54,226     304,381     680,416 
                           ---------- -----------  --------- 
Net gain (loss) on sale                                      
   of investments              7,949      22,549      (4,453)

Net unrealized (depreciation)                                
   appreciation in market                                    
   value of investments      (38,720)    576,135    (328,854)

Interfund transfers         (208,711)  4,003,982   6,413,732 
                           ---------  ----------  ---------- 
Net Increase (Decrease)     (273,579)  5,534,232   7,222,516 

Net assets at beginning
   of year                   895,899           0           0 
                           ---------  ----------  ---------- 
Net assets at end of year   $622,320  $5,534,232  $7,222,516 
                           =========  ==========  ========== 

</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1993

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                                             
                           American   Standish               
                           Balanced  Fixed Income     CIGNA    
                          ---------  -------------  ---------  

<S>                       <C>         <C>         <C>        
ADDITIONS
Contributions:
   Employer                                                  
   Participants           $1,015,174  $  369,183  $  826,105    
   Rollovers                  39,045      23,236      32,288  
                           ---------  ----------  ---------- 
      Total contributions  1,054,219     392,419     858,393   

Earnings on investments
   Interest                      446         307     516,586 
   Dividends                 530,570     368,074             
                           ---------  ----------  ---------- 
Total Additions            1,585,235     760,800   1,374,979   
                           ---------  ----------  ---------- 

DEDUCTIONS
Benefit payments to                                          
   participants              468,284     550,323   2,105,515 
Interest expense                                             
Administrative expenses       17,497       6,835      24,837 
                           ---------  ----------  ---------- 
Total Deductions             485,781     557,158   2,130,352 
                           ---------- -----------  --------- 
Net gain (loss) on sale                                      
   of investments             19,897      69,586             

Net unrealized (depreciation)                                
   appreciation in market                                    
   value of investments       84,335      54,833             

Interfund transfers        5,703,326   3,319,889   1,757,251 
                           ---------  ----------  ---------- 
Net Increase (Decrease)    6,907,012   3,647,950   1,001,878 

Net assets at beginning
   of year                         0           0   5,922,953 
                           ---------  ----------  ---------- 
Net assets at end of year $ 6,907,012 $ 3,647,950 $6,924,831
                           =========  ==========  ========== 
</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1993

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                                             
                           Ryland     Pooled       Loan      
                           Preferred  Investments  Fund      
                          ---------   --------    ---------  

<S>                       <C>         <C>         <C>        
ADDITIONS
Contributions:
   Employer              $ 5,138,514                         
   Participants                                              
   Rollovers                                                 
                           ---------  ----------  ---------- 
      Total contributions  5,138,514           0           0 

Earnings on investments
   Interest                                       $  171,948 
   Dividends               2,589,000                         
                           ---------  ----------  ---------- 
Total Additions            7,727,514           0     171,948 
                           ---------  ----------  ---------- 

DEDUCTIONS
Benefit payments to                                          
   participants            1,292,991     141,723     449,790 
Interest expense           3,044,665                         
Administrative expenses                                      
                           ---------  ----------  ---------- 
Total Deductions           4,337,656     141,723      449,790
                           ---------- -----------  --------- 
Net gain (loss) on sale                                      
   of investments           (560,134)                        


Net unrealized (depreciation)                                
   appreciation in market                                    
   value of investments    1,604,569                         

Interfund transfers                0  (9,783,773)  (141,674) 
                           ---------  ----------  ---------- 
Net Increase (Decrease)    4,434,293  (9,925,496)  (419,516) 

Net assets at beginning
   of year                 2,344,295   9,925,496   2,390,695 
                           ---------  ----------  ---------- 
Net assets at end of year $6,778,588  $        0  $1,971,179 
                           =========  ==========  ========== 
</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1993

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                                             
                          Vanguard    Vanguard    Vanguard   
                           Insured    Explorer     Windsor   
                          ---------   --------    ---------  

<S>                       <C>         <C>         <C>        
ADDITIONS
Contributions:
   Employer                                                  
   Participants                                              
   Rollovers                                                 
                           ---------  ----------  ---------- 
      Total contributions          0           0           0 

Earnings on investments
   Interest                                                  
   Dividends                                                 
                           ---------  ----------  ---------- 
Total Additions                    0           0           0 
                           ---------  ----------  ---------- 

DEDUCTIONS
Benefit payments to                                          
   participants            $  16,650   $  32,038   $ 164,570 
Interest expense                                             
Administrative expenses                                      
                           ---------  ----------  ---------- 
Total Deductions              16,650      32,038     164,570 
                           ---------- -----------  --------- 
Net gain (loss) on sale                                      
   of investments                                            

Net unrealized (depreciation)                                
   appreciation in market                                    
   value of investments                                      

Interfund transfers       (1,963,232) (2,336,221) (6,764,569)
                           ---------  ----------  ---------- 
Net Increase (Decrease)   (1,979,882) (2,368,259) (6,929,139)

Net assets at beginning
   of year                 1,979,882   2,368,259   6,929,139 
                           ---------  ----------  ---------- 
Net assets at end of year $        0  $        0  $        0 
                           =========  ==========  ========== 
</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1993

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                                             
                                                             
                           Total                             
                          ---------     

<S>                       <C>                 
ADDITIONS
Contributions:
   Employer               $ 5,138,514      
   Participants             4,454,959              
   Rollovers                  231,023           
                           ---------  
      Total contributions   9,824,496  

Earnings on investments
   Interest                   690,390       
   Dividends                4,184,173 
                           ---------   
Total Additions            14,699,059    
                           ---------   

DEDUCTIONS
Benefit payments to                      
   participants             6,228,059   
Interest expense            3,044,665      
Administrative expenses        82,017 
                           ---------  
Total Deductions            9,354,741   
                           ----------  
Net gain (loss) on sale                
   of investments            (444,606) 

Net unrealized (depreciation)        
   appreciation in market            
   value of investments     1,952,298

Interfund transfers                 0
                           --------- 
Net Increase (Decrease)     6,852,010 

Net assets at beginning
   of year                 32,756,618 
                           ---------  
Net assets at end of year $39,608,628 
                           =========  
</TABLE>

                               17


<PAGE>
The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1992

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                     Ryland     Vanguard     Vanguard 
                                     Common     Insured      Explorer 
                                   ---------- -----------  ---------
<S>                                <C>        <C>         <C>       
ADDITIONS
Contributions:
   Employer                                                          
   Participants                    $ 252,927  $  367,324  $  484,266 
   Rollovers                          48,257     112,189     270,285 
                                   ---------- -----------  --------- 
      Total contributions            301,184     479,513     754,551 

Earnings on investments:
   Interest                              591      68,638         383 
   Dividends                          23,173                  50,629 
                                   ---------- -----------  --------- 
Total Additions                      324,948     548,151     805,563 
                                   ---------- -----------  --------- 


DEDUCTIONS
Benefit payments to participants     160,941     300,418     233,500 
Interest expense                                                     
Administrative expenses                5,692      11,956      11,570 
                                   ---------- -----------  --------- 

Total Deductions                     166,633     312,374     245,070 
                                   ---------- -----------  --------- 

Net gain (loss) on sale  of                                          
   investments                        14,543                 394,708 

Net unrealized (depreciation)                                        
   appreciation in market                                            
   value of investments             (140,940)               (222,796)

   Interfund transfers                11,822    (182,859)    (19,286)
                                   ---------- -----------  --------- 

   Net Increase (Decrease)            43,740      52,918     713,119 

Net assets at beginning of year      852,159   1,926,964   1,655,140 
                                   ---------- -----------  --------- 

Net assets at end of year          $ 895,899  $1,979,882  $2,368,259 
                                   =========  ==========  ========== 

</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1992

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                    Vanguard                  Pooled 
                                    Windsor      CIGNA     Investments
                                  ---------- -----------  ---------
<S>                                <C>        <C>         <C>       
ADDITIONS
Contributions:
   Employer                                                          
   Participants                   $1,146,493  $  949,826             
   Rollovers                         492,128     743,401             
                                   ---------- -----------  --------- 
      Total contributions          1,638,621   1,693,227           0 

Earnings on investments:
   Interest                              882     392,825    $350,710 
   Dividends                         448,955                 196,338 
                                   ---------- -----------  --------- 
Total Additions                    2,088,458   2,086,052     547,048 
                                   ---------- -----------  --------- 


DEDUCTIONS
Benefit payments to participants     759,193     532,253   1,290,158 
Interest expense                                                     
Administrative expenses               39,317      32,404      84,549 
                                   ---------- -----------  --------- 

Total Deductions                     798,510     564,657   1,374,707 
                                   ---------- -----------  --------- 

Net gain (loss) on sale  of                                          
   investments                         3,799               1,839,330 

Net unrealized (depreciation)                                        
   appreciation in market                                            
   value of investments              420,565              (1,497,113)

   Interfund transfers              (159,262)     54,482    (248,317)
                                   ---------- -----------  --------- 

   Net Increase (Decrease)         1,555,050   1,575,877    (733,759) 

Net assets at beginning of year    5,374,089   4,347,076  10,659,255 
                                   ---------- -----------  --------- 

Net assets at end of year         $6,929,139  $5,922,953  $9,925,496 
                                   =========  ==========  ========== 

</TABLE>



The Ryland Group, Inc. Retirement and Stock Ownership Plan
For the Year Ended December 31, 1992

NOTE I:  ALLOCATION OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS 
BY FUND

<TABLE>
<CAPTION>
                                  Ryland       Loan                
                                  Preferred    Fund          Total 
                                  ---------- -----------  --------- 
<S>                                <C>        <C>         <C>       
ADDITIONS
Contributions:
   Employer                       $3,471,258              $3,471,258 
   Participants                                            3,200,836 
   Rollovers                                               1,666,260 
                                   ---------- -----------  --------- 
      Total contributions          3,471,258           0   8,338,354 

Earnings on investments:
   Interest                                   $  200,134   1,014,163 
   Dividends                       2,677,136               3,396,231 
                                   ---------- -----------  --------- 
Total Additions                    6,148,394     200,134  12,748,748 
                                   ---------- -----------  --------- 


DEDUCTIONS
Benefit payments to participants   1,088,491     303,927   4,668,881 
Interest expense                   3,322,414               3,322,414 
Administrative expenses                                      185,488 
                                   ---------- -----------  --------- 

Total Deductions                   4,410,905     303,927   8,176,783 
                                   ---------- -----------  --------- 

Net gain (loss) on sale  of                                          
   investments                      (316,706)              1,935,674 

Net unrealized (depreciation)                                        
   appreciation in market                                            
   value of investments           (1,095,873)             (2,536,157)

   Interfund transfers                           543,420           0 
                                   ---------- -----------  --------- 

   Net Increase (Decrease)           324,910     439,627   3,971,482 

Net assets at beginning of year    2,019,385   1,951,068  28,785,136 
                                   ---------- -----------  --------- 

Net assets at end of year         $2,344,295  $2,390,695 $32,756,618 
                                   =========  ==========  ========== 

</TABLE>
                                       18


<PAGE>
The Ryland Group, Inc.
Retirement and Stock Ownership Plan

Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES

DECEMBER 31, 1993


<TABLE>
<CAPTION>

<S>  <C>                 <C>                     <C>             <C>
(a)       (b)                   (c)                   (d)        (e)
 *     Identity           Description            Cost           Market
- ---  -------------     ----------------      ------------   ------------

*    The Ryland         Common Stock        $    607,099  $    619,780
     Group, Inc.

*    The Ryland         Preferred Stock     $ 36,412,141  $ 33,600,115
     Group, Inc.

     CIGNA              Guaranteed          $  7,234,084  $  7,234,084
                        Account

     Putnam Voyager     Mutual Fund         $  4,394,205  $  4,970,340

     Kemper Growth      Mutual Fund         $  7,539,457  $  7,210,603

     American Balanced  Mutual Fund         $  6,847,502  $  6,931,783

     Standish Fixed     Mutual Fund         $  3,336,141  $  3,390,974
     Income

     Capitol Mutual     Money Market        $    115,401  $    115,401
     Funds              Mutual Funds

     Plan Participants  Participant Loans   $  1,971,375  $  1,971,375



* Denotes party in-interest

</TABLE>                        
                                  19


<PAGE>

The Ryland Group, Inc.
Retirement and Stock Ownership Plan

Item 27d - Schedule of Reportable Transactions

FOR THE YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>

   (a)       (b)         (c)     (d)      (e)      (f)
                                                Expenses      
Identity                                        Incurred     
of Party   Description Purchase Selling  Lease  with       
Involved   of Assets   Price    Price    Rental Transaction
- -------- ------------- -------- -------- ------ -----------  
<S>      <C>           <C>     <C>       <C>    <C>          
Category (i) - individual transactions in excess of 5 percent
of plan assets at beginning of the year.

Capitol     Money        n/a  $9,783,773  n/a      $0       
Fund        Market
Money       Fund 
Market
Portfolio

The         Equity       n/a  $6,764,569  n/a      $0           
Vanguard    Mutual 
Group       Fund  
Windsor
Fund

Standish    Equity     $3,682,656  n/a     n/a      $0     
Ayre &      Mutual 
Wood Fixed  Fund
Income
Fund

Kemper      Equity     $7,001,258  n/a     n/a      $0        
Financial   Mutual
Services-   Fund 
Growth
Fund

Putnam      Equity     $3,506,397 n/a     n/a       $0       
Management  Mutual 
Company-    Fund
Voyager
Fund

Capital     Equity     $5,519,948 n/a     n/a       $0       
Research    Mutual
and         Fund
Management
Company-
American
Balanced
Fund

Category (iii) - series transactions in excess of 5 percent 
of plan assets at beginning of year.

Capitol    Money       $3,206,786 n/a     n/a      $0       
Fund       Market
Money      Fund 
Market
Portfolio

CIGNA      Equity        n/a   $3,308,957 n/a      $0      
Income     Mutual
Fund       Fund 

CIGNA      Equity        n/a   $3,551,730 n/a      $0      
Income     Mutual
Fund       Fund 

There were no category (ii) or (iv) reportable transactions
during 1993.

</TABLE>
                              




The Ryland Group, Inc.
Retirement and Stock Ownership Plan

Item 27d - Schedule of Reportable Transactions

FOR THE YEAR ENDED DECEMBER 31, 1993

<TABLE>
<CAPTION>

   (a)       (b)        (g)       (h)               (i)
                                Current             
Identity                Cost    Value of 
of Party   Description   of     Asset on          Net Gain
Involved   of Assets    Asset  Transaction Date    (Loss)     
- -------- ------------- -------- --------------- -----------  
<S>      <C>           <C>     <C>               <C>       
Category (i) - individual transactions in excess of 5 percent 
of plan assets at beginning of year.

Capitol    Money       $9,783,773  $9,783,773           $0 
Fund       Market
Money      Fund 
Market
Portfolio

The        Equity      $6,764,569  $6,764,569           $0     
Vanguard   Mutual 
Group      Fund  
Windsor
Fund

Standish    Equity     $3,682,656  $3,682,656           $0 
Ayre &      Mutual 
Wood Fixed  Fund
Income
Fund

Kemper      Equity     $7,001,258  $7,001,258           $0 
Financial   Mutual
Services-   Fund 
Growth
Fund

Putnam      Equity     $3,506,397  $3,506,397           $0
Management  Mutual 
Company-    Fund
Voyager
Fund

Capital     Equity     $5,519,948  $5,519,948           $0
Research    Mutual
and         Fund
Management
Company-
American
Balanced
Fund

Category (iii) - series transactions in excess of 5 percent 
of plan assets at beginning of year.

Capitol    Money       $3,206,786  $3,206,786           $0 
Fund       Market
Money      Fund 
Market
Portfolio

CIGNA      Equity      $3,308,957  $3,308,957           $0
Income     Mutual
Fund       Fund 

CIGNA      Equity      $3,551,730  $3,551,730           $0
Income     Mutual
Fund       Fund 

There were no category (ii) or (iv) reportable transactions during 1993.

</TABLE>
                  
                                     20



<PAGE>


Exhibit 24  CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration 
Statement (Form S-8 No. 33-32431) pertaining to the Retirement and Stock 
Ownership Plan of The Ryland Group, Inc. of our report dated June 23, 
1994, with respect to the financial statements and schedules of The 
Ryland Group, Inc. Retirement and Stock Ownership Plan included in this 
Annual Report (Form 11-K) for the year ended December 31, 1993.


                                                  /s/   Ernst & Young 


June 27, 1994
                                 21


<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the 
trustees (or other persons who administer the Plan) have duly caused this 
Annual Report to be signed by the undersigned thereunto duly authorized.

                                     THE RYLAND GROUP, INC.
                                     RETIREMENT AND STOCK OWNERSHIP PLAN




Date:  June 22, 1994                  By:  /s/ Alan P. Hoblitzell, Jr.
                                            Alan P. Hoblitzell, Jr.
                                            Executive Vice President 
                                            and Chief Financial 
                                            Officer of The Ryland 
                                            Group, Inc. 

                                           /s/ Robert J. Gaw
                                            Robert J. Gaw
                                            President of Ryland 
                                            Mortgage Company and 
                                            Executive Vice President 
                                            of The Ryland Group, Inc. 



                                           /s/ Robert M. Paul
                                            Robert M. Paul
                                            Vice President of Personnel
                                            and Administration of
                                            The Ryland Group, Inc. 
 

                               22






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