EXHIBIT 10

THE RYLAND GROUP, INC.
1992 NON-EMPLOYEE DIRECTOR EQUITY PLAN (as amended)

Section 1.  PURPOSE

The purpose of The Ryland Group, Inc. 1992 Non-Employee Director Equity Plan 
(the "plan") is to advance the interests of the corporation and its 
stockholders by encouraging increased common stock ownership by members of the 
board of directors who are not significant stockholders of the corporation or 
employees of the corporation, in order to promote long-term stockholder value 
through directors' continuing ownership of the common stock.

Section 2.  DEFINITIONS

"Annual retainer" means the amount payable annually to each non-employee 
director for service on the board (exclusive of any per meeting fees or 
expense reimbursements).

"Board" means the board of directors of the corporation.

"Committee" means a committee of the board of directors elected or designated 
from time to time to administer the plan, which initially shall be the 
compensation committee of the board of directors.

"Common stock" means the common stock, $1.00 par value, of the corporation.

"Corporation" means The Ryland Group, Inc.

"Employee" means any officer or employee of the corporation or of its 
subsidiaries.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Last trading day" means the last day of a calendar year in which the common 
stock trades on the New York Stock Exchange; or, if the common stock is not 
listed on the New York Stock Exchange, such other exchange on which the common 
stock is traded; or, the NASDAQ National Market System or other over-the-
counter market on which the common stock is traded or quoted.



























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"Market price" means the last reported sale price of the common stock on the 
New York Stock Exchange; or, if the common stock is not listed on the New York 
Stock Exchange, the closing price on such other exchange on which the common 
stock is traded; or, if quoted on the NASDAQ National Market System or other 
over-the-counter market, the last reported sales price on the NASDAQ National 
Market System or other over-the-counter market; or, if the common stock is not 
publicly traded, such price as shall be determined by the committee to be the 
fair market value.

"Meeting fee" means the amount payable to a non-employee director for a 
meeting of the board.

"Non-employee director" or "participant" means any person who is elected or 
appointed to the board.

"Stock options" means stock options granted under the plan which shall be 
nonstatutory stock options not intended to qualify under Section 422 of the 
Internal Revenue Code of 1986, as amended.

Section 3.  SHARES OF COMMON STOCK SUBJECT TO THE PLAN

(a)  Subject to adjustment as provided in Section 3(b) below, the maximum 
aggregate number of shares of common stock that may be issued under the plan 
is 100,000 shares.  The common stock to be issued under the plan will be made 
available from authorized but unissued shares of common stock, and the 
corporation shall set aside and reserve for issuance under the plan said 
number of shares.

(b)  In the event of any stock dividend, extraordinary cash dividend, creation 
of a class of equity securities, recapitalization, reorganization, merger, 
consolidation, split-up, spin-off, combination, exchange of shares, warrants 
or rights offering to purchase common stock at a price substantially below 
fair market value or similar change affecting the common stock, appropriate 
adjustment shall be made in the maximum number and kind of shares subject to 
the plan, outstanding stock options and subsequent grants of stock options and 
in the exercise price of outstanding stock options.































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Section 4.  ADMINISTRATION OF THE PLAN

Stock options under the plan shall be automatic as provided in Section 6. The 
plan shall be administered by the committee.  The committee shall have the 
powers vested in it by the terms of the plan.  The committee shall, subject to 
the provisions of the plan, have the power to construe the plan, to determine 
all questions arising thereunder and to adopt and amend rules and regulations 
for the administration of the plan.  Notwithstanding the foregoing, the 
committee shall have no discretion with respect to the eligibility or 
selection of participants, the timing or exercise price of stock options, or 
the number of shares of common stock subject to stock option grants.  Any 
decision of the committee on the administration of the plan shall be final and 
conclusive.

Section 5.  PARTICIPATION IN THE PLAN

All non-employee directors shall participate in the plan.

Section 6.  DETERMINATION OF STOCK OPTIONS

Each stock option granted under the plan shall be evidenced by a written 
instrument in such form as the committee may approve and shall be subject to 
the following terms and conditions:

(a)  Each current non-employee director shall receive, effective as of Dec. 
31, 1991, a stock option to purchase 1,100 shares of common stock at an 
exercise price of $23.25 per share.

(b)  On Dec. 31 of each year before 1994 in which a non-employee director is 
first elected to the board, such newly elected non-employee director shall 
receive a stock option to purchase the number of shares of common stock 
calculated by dividing the aggregate cash value of the annual retainer for 
that year plus an amount equal to six meeting fees for that year by the market 
price of the common stock on the last trading day of the year in which such 
non-employee director was elected to the board. The stock options granted to a 
newly elected non-employee director pursuant to this Section 6(b) shall be in 
lieu of any stock options to which such non-employee director otherwise would 
be entitled in such year under Section 6(c).






























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(c)  On Dec. 31 of each year before 1994, each non-employee director (except 
for non-employee directors first elected during such year) shall receive a 
stock option to purchase the number of shares of common stock determined by 
dividing one-half of the cash value of the annual retainer for the calendar 
year during which the grant is being made by the market price of the common 
stock on the last trading day of the year in which such grant is being made.

(d)  On Dec. 31, 1994, and on each Dec. 31 thereafter during the term of the 
plan, each non-employee director first elected to the board during the 
calendar year that includes such date shall receive an option to purchase 
2,000 shares of common stock and each other non-employee director on such date 
shall receive an option to purchase 1,000 shares of common stock.

(e)  The purchase price for the common stock subject to stock options shall be 
the market price of the common stock on the date of grant.

(f)  Stock options shall fully vest and become exercisable six months from the 
date of grant.  Stock options shall be exercisable in whole or in part with 
respect to a whole number of vested shares (rounded to the next highest whole 
number in the case of fractional shares) at any time prior to the expiration 
of 10 years from the date of grant, subject to Section 6(g) of the plan.

(g)  In the event service on the board by a participant terminates for any 
reason, all of the participant's stock options shall fully vest and become 
immediately exercisable and will expire three years after termination 
regardless of their stated expiration dates.  Stock options shall not be 
transferable by the participant otherwise than by will or the laws of descent 
and distribution.  The rights of a participant in a stock option may be 
exercised by the participant's guardian or legal representative in the case of 
disability and by the participant's estate or a beneficiary designated by the 
participant in the case of death.

(h)  The purchase price for the common stock subject to a stock option may be 
paid in cash, by check, in shares of common stock of the corporation or in a 
combination of cash and common stock. The value of shares of common stock 
delivered in payment of the purchase price shall be their market price as of 
the date of exercise.

(i)  Each participant shall pay to the corporation, or make arrangements 
satisfactory to the committee for the payment of, any federal, state or local 
taxes of any kind required by law to be withheld with respect to the receipt 
of shares of common stock pursuant to the exercise of a stock option.  Such 
tax obligations may be paid in whole or in part in shares of common stock, 

























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including shares issued upon exercise of the stock option, valued at market 
price on the date of delivery.

Section 7.  STOCKHOLDER RIGHTS

(a)  Non-employee directors shall not be deemed for any purpose to be or have 
rights as stockholders of the corporation with respect to any shares of common 
stock except as and when such shares are issued and then only from the date of 
the certificate thereof.  No adjustment shall be made for dividends, 
distributions or other rights for which the record date precedes the date of 
such stock certificate.

(b)  Subject to the provisions of Section 7(a) above, a participant will have 
all rights of a stockholder with respect to common stock issued to the 
participant, including the right to vote the shares and receive all dividends 
and other distributions paid or made with respect thereto.

Section 8.  CONTINUATION OF DIRECTOR OR OTHER STATUS

Nothing in the plan or in any instrument executed pursuant to the plan or any 
action taken pursuant to the plan shall be construed as creating or 
constituting evidence of any agreement or understanding, express or implied, 
that the corporation will retain a non-employee director as a director or in 
any other capacity for any period of time or at a particular retainer or other 
rate of compensation, as conferring upon any participant any legal or other 
right to continue as a director or in any other capacity, or as limiting, 
interfering with or otherwise affecting the provisions of the corporation's 
charter, bylaws or the Maryland General Corporation Law relating to the 
removal of directors.



















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Section 9.  COMPLIANCE WITH GOVERNMENT REGULATIONS

Neither the plan nor the corporation shall be obligated to issue any shares of 
common stock pursuant to the plan at any time unless and until all applicable 
requirements imposed by any federal and state securities and other laws, 
rules, and regulations, by any regulatory agencies, or by any stock exchanges 
upon which the common stock may be listed have been fully met.  As a condition 
precedent to any issuance of shares of common stock and delivery of 
certificates evidencing such shares pursuant to the plan, the committee may 
require a participant to take any such action and to make any such covenants, 
agreements and representations as the committee, as the case may be, in its 
discretion deems necessary or advisable to ensure compliance with such 
requirements.  The corporation shall in no event be obligated to register the 
shares of common stock issued or issuable under the plan pursuant to the 
Securities Act of 1933, as now or hereafter amended, or to qualify or register 
such shares under any securities laws of any state upon their issuance under 
the plan or at any time thereafter, or to take any other action in order to 
cause the issuance and delivery of such shares under the plan or any 
subsequent offer, sale or other transfer of such shares to comply with any 
such law, regulation or requirement.  Participants are responsible for 
complying with all applicable federal and state securities and other laws, 
rules and regulations in connection with any offer, sale or other transfer of 
the shares of common stock issued under the plan or any interest therein 
including, without limitation, compliance with the registration requirements 
of the Securities Act of 1933 (unless an exemption therefrom is available), or 
with the provisions of Rule 144 promulgated thereunder, if available, or any 
successor provisions.

Section 10.  NON-TRANSFERABILITY OF RIGHTS

No participant shall have the right to assign any stock option or any other 
right or interest under the plan, contingent or otherwise, or to cause or 
permit any encumbrance, pledge or charge of any nature to be imposed on any 
such stock option or any such right or interest, other than by will or the 
laws of descent and distribution.  Stock options shall be exercisable during 
the participant's lifetime only by the participant or the participant's 
guardian or legal representative.






























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Section 11.  TERM OF PLAN

The plan as amended shall become effective immediately upon approval by the 
affirmative vote of a majority of the shares of common stock present or 
represented and entitled to vote at the 1994 annual meeting of the 
corporation's stockholders.  When so approved, the plan as amended shall be 
deemed to have been in effect as of Dec. 18, 1991.  The plan shall terminate 
on Dec. 18, 2001.

Section 12.  AMENDMENT OF THE PLAN

The committee may amend, suspend or terminate the plan or any portion thereof 
at any time, provided that to the extent required to qualify transactions 
under the plan for exemption under Rule 16b-3 under the Exchange Act and any 
successor provision, no amendment may be made to change the eligibility or 
selection of participants in the plan, the timing of stock option grants, or 
the number of shares of common stock subject to the plan or stock options 
granted thereunder, other than as permitted by such rule or successor 
provision.  Notwithstanding the foregoing, the plan may not be amended more 
than once in any six-month period except to comply with changes in the 
Internal Revenue Code (the "code"), the Employment Retirement Income 
Securities Act ("ERISA") or any rules or regulations promulgated under either 
the code or ERISA.

Section 13.  GOVERNING LAW

The plan shall be governed by and interpreted in accordance with the laws of 
the state of Maryland.







































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