<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No. 3
RYLAND GROUP, INC.
CONVERTIBLE PREFERRED
CUSIP: 782999106
December 31, 1996
Check the following box if a fee is being paid with this statement _
<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons S.S. or I.R.S. Wachovia Corporation
Identification Nos. of Above Persons 56-1473727
(2) Check the Appropriate Box if a Member of a (a) N/A
Group (See Instructions)
(b) N/A
(3) SEC Use Only
(4) Citizenship or Place of Organization North Carolina
Number of Shares Beneficially Owned by Each Reporting
Person With
(5) Sole Voting Power
(6) Shared Voting Power 374,874
(7) Sole Dispositive Power
(8) Shared Dispositive Power
(9) Aggregate Amount Beneficially Owned by Each 374,874
Reporting Person
(10) Check if Aggregate Amount in Row 9 Excludes
Certain Shares (See Instructions)
(11) Percent of Class Represented by Amount in Row 9 43.9%
(12) Type of Reporting Person
(See Instructions) HC
</TABLE>
Page 1 of 2
<PAGE> 2
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
The securities to which this report relates are held by
Wachovia Bank of North Carolina, NA, Wachovia Bank of Georgia,
NA and Wachovia Bank of South Carolina, NA as trustees. (See
Exhibit A.)
This filing should not be construed as an admission that the
trustees or their parent, Wachovia Corporation, are, for the
purposes of Section 13(d) or 13(g) of the Act, beneficial
owners of any securities covered by this statement.
ITEM 10 CERTIFICATION:
BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE
AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE NOT ACQUIRED
FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR
INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND
WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN
ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATE: February 14, 1997
FOR: Wachovia Corporation
BY: Ricky B. Nicks
----------------------------------------
Attorney-in-Fact
Ricky B. Nicks, Executive Vice President
Wachovia Operational Services Corporation
(Authorized by Wachovia Corporation under a limited power of
attorney filed with the Schedule 13G for Equus II, Ltd., CUSIP
294766100, filed by Wachovia Corporation on February 14, 1997.)
- --------------------------------------------------------------------------------
EXHIBIT A
The following entities agree that this Schedule 13G is filed on their behalf by
the Wachovia Corporation.
<TABLE>
<CAPTION>
IRS IDENTIFICATION
SUBSIDIARY NUMBER ITEM 3 CLASSIFICATION
<S> <C> <C>
Wachovia Bank of Georgia, N.A. 58-0242985 Bank as defined by section 3(a)(6) of the Act
Wachovia Bank of North Carolina, N.A. 56-0927594 Bank as defined by section 3(a)(6) of the Act
Wachovia Bank of South Carolina, N.A. 57-0539952 Bank as defined by section 3(a)(6) of the Act
</TABLE>
Page 2 of 2
