10-Q

                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 FORM 10-Q

[X]   Quarterly Report Pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

For the quarterly period ended March 31, 2000

                               or

[ ]   Transition Report pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934

For the transition period from                to                 .

                        Commission File Number: 1-8029


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

        Maryland                             52-0849948
(State of incorporation)         (I.R.S. employer identification no.)


                      21800 Burbank Boulevard, Suite 300
                       Woodland Hills, California 91367
                                (818) 598-4400
         (Address and telephone number of principal executive offices)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                 Yes [X]   No [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

The number of shares of common stock of The Ryland Group,  Inc.,  outstanding on
May 5, 2000 was 13,056,877.

 1



THE RYLAND GROUP, INC.
FORM 10-Q
INDEX

                                                                         Page Number(s)
                                                                         --------------

PART I.  FINANCIAL INFORMATION

  Item 1.   Financial Statements

            Consolidated Balance Sheets at March 31, 2000
            (unaudited) and December 31, 1999                                1-2

            Consolidated Statements of Earnings for the
             Three Months Ended March 31, 2000
              and 1999 (unaudited)                                             3

            Consolidated Statements of Cash Flows for the
            Three Months Ended March 31, 2000 and 1999
            (unaudited)                                                        4

            Notes to Consolidated Financial Statements (unaudited)           5-7

  Item 2.   Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                      8-13

  Item 3.   Quantitative and Qualitative Disclosures About
             Market Risk                                                      14

PART II. OTHER INFORMATION

  Item 1.   Legal Proceedings                                                 15

  Item 6.   Exhibits and Reports on Form 8-K                                  15

SIGNATURES                                                                    16

INDEX OF EXHIBITS                                                             17

 2


PART I.  FINANCIAL INFORMATION
  Item I.  Financial Statements

The Ryland Group, Inc. and subsidiaries
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)

                                                                     March 31,     December 31,
                                                                       2000            1999
                                                                  ------------    -------------
                                                                   (unaudited)
ASSETS

  Homebuilding:
    Cash and cash equivalents                                     $     58,625    $     36,297
    Housing inventories:
       Homes under construction                                        461,500         432,735
       Land under development and improved lots                        450,756         389,946
                                                                  ------------    ------------
       Total inventories                                               912,256         822,681

    Property, plant and equipment                                       29,590          26,619
    Purchase price in excess of net assets acquired                     21,270          21,710
    Other assets                                                        50,400          48,064
                                                                  ------------    ------------
                                                                     1,072,141         955,371
                                                                  ------------    ------------
  Financial Services:
    Cash and cash equivalents                                           23,971          33,629
    Mortgage loans held-for-sale                                        50,675          40,520
    Mortgage-backed securities and notes receivable                    101,068          99,249
    Other assets                                                         5,336          16,326
                                                                  ------------    ------------
                                                                       181,050         189,724
                                                                  ------------    ------------


  Other Assets:
    Collateral for bonds payable of
     limited-purpose subsidiaries                                       29,608          39,633
    Net deferred taxes                                                  32,137          32,134
    Other                                                               34,738          31,461
                                                                  ------------    ------------
    Total assets                                                  $  1,349,674    $  1,248,323
                                                                  ------------    ------------


See Notes to Consolidated Financial Statements

                                       1

 3

The Ryland Group, Inc. and subsidiaries
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except share data)

                                                                    March 31,     December 31,
                                                                       2000            1999
                                                                  ------------    ------------
                                                                   (unaudited)
LIABILITIES

  Homebuilding:
    Accounts payable and other liabilities                        $    198,876    $    208,133
    Long-term debt                                                     510,000         378,000
                                                                  ------------    ------------
                                                                       708,876         586,133
                                                                  ------------    ------------
  Financial Services:
    Accounts payable and other liabilities                               7,114           7,211
    Short-term notes payable                                           157,450         157,458
                                                                  ------------    ------------
                                                                       164,564         164,669
                                                                  ------------    ------------
  Other Liabilities:
    Bonds payable of limited-purpose subsidiaries                       27,675          37,339
    Other                                                               67,317          73,645
                                                                  ------------    ------------
    Total liabilities                                                  968,432         861,786
                                                                  ------------    ------------
STOCKHOLDERS' EQUITY

    Convertible preferred stock, $1 par value:
      Authorized - 1,400,000 shares
      Issued - 334,948 shares (350,137 for 1999)                           335             350
    Common stock, $1 par value:
      Authorized - 78,600,000 shares
      Issued - 13,098,542 shares (13,850,819 for 1999)                  13,099          13,851
    Paid-in capital                                                     57,502          71,730
    Retained earnings                                                  309,386         299,547
    Accumulated other comprehensive income                                 920           1,059
                                                                  ------------    ------------
    Total stockholders' equity                                         381,242         386,537
                                                                  ------------    ------------
    Total liabilities and stockholders' equity                    $  1,349,674    $  1,248,323
                                                                  ------------    ------------

Stockholders' equity per common share                             $      28.38    $      27.22
                                                                  ------------    ------------

See Notes to Consolidated Financial Statements

                                       2


 4

The Ryland Group, Inc. and subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(amounts in thousands, except share data)

                                                                   Three months ended March 31,
                                                                      2000            1999
                                                                  ------------    ------------

Revenues:

   Homebuilding:
     Residential revenue                                          $    411,449    $    387,260
     Other revenue                                                       8,869           4,054
                                                                  ------------    ------------
     Total homebuilding revenue                                        420,318         391,314
   Financial services                                                    7,950          10,588
   Limited-purpose subsidiaries                                            744           2,137
                                                                  ------------    ------------
         Total revenues                                                429,012         404,039
                                                                  ------------    ------------

Expenses:

   Homebuilding:
     Cost of sales                                                     352,981         327,490
     Selling, general and administrative                                43,178          42,406
     Interest                                                            2,546           2,609
                                                                  ------------    ------------
     Total homebuilding expenses                                       398,705         372,505

   Financial services:
     General and administrative                                          5,179           5,916
     Interest                                                            2,053           2,453
                                                                  ------------    ------------
     Total financial services expenses                                   7,232           8,369

   Limited-purpose subsidiaries                                            744           2,137

   Corporate expenses                                                    4,417           4,159
                                                                  ------------    ------------
         Total expenses                                                411,098         387,170

Earnings before taxes                                                   17,914          16,869

Tax expense                                                              6,986           6,748
                                                                  ------------    ------------
Net earnings                                                      $     10,928    $     10,121
                                                                  ------------    ------------


Net earnings per common share:
       Basic                                                      $       0.80    $       0.67
       Diluted                                                    $       0.78    $       0.65

Average common shares outstanding:
       Basic                                                        13,449,381      14,810,457
       Diluted                                                      14,009,823      15,669,174


See Notes to Consolidated Financial Statements

                                       3

 5



The Ryland Group, Inc. and subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(amounts in thousands)                                            Three months ended March 31,
                                                                       2000            1999
                                                                  ------------    ------------

CASH FLOWS FROM OPERATING ACTIVITIES

Net earnings                                                      $     10,928    $     10,121
Adjustments to reconcile net earnings to net
  cash provided by operating activities:
  Depreciation and amortization                                          5,623           6,232
  Increase in inventories                                              (89,575)        (43,346)
  Net change in other assets, payables
   and other liabilities                                               (11,184)        (29,698)
  (Increase) decrease in mortgage loans held-for-sale                  (10,155)         45,720
  Other operating activities, net                                           21          (1,185)
                                                                  ------------    ------------
Net cash used for operating activities                                 (94,342)        (12,156)
                                                                  ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES

Net additions to property, plant and equipment                          (7,004)         (9,412)
Net principal reduction of mortgage collateral                           4,106           9,188
Net principal reduction of mortgage-backed securities,
  available-for-sale                                                       500           3,757
Principal reduction of mortgage-backed securities,
  held-to-maturity                                                       1,977           4,551
Other investing activities, net                                            616          (2,962)
                                                                  ------------    ------------
Net cash provided by investing activities                                  195           5,122
                                                                  ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES

Cash proceeds of long-term debt                                        132,000          59,498
Reduction of long-term debt                                                  0             (60)
Decrease in short-term notes payable                                        (8)        (48,243)
Bond principal payments                                                 (9,744)         (5,765)
Common and preferred stock dividends                                      (747)           (820)
Common stock repurchases                                               (14,185)              0
Other financing activities, net                                           (499)          2,412
                                                                  ------------    ------------
Net cash provided by financing activities                              106,817           7,022
                                                                  ------------    ------------

Net increase (decrease) in cash and cash equivalents                    12,670             (12)
Cash and cash equivalents at beginning of period                        69,926          49,784
                                                                  ------------    ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                        $     82,596    $     49,772
                                                                  ------------    ------------

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest (net of capitalized interest)              $      5,236    $      5,618
Cash paid for income taxes (net of refunds)                       $      7,411    $      7,404

See Notes to Consolidated Financial Statements.

                                       4

 6


The Ryland Group, Inc. and subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
(amounts in thousands, except for share data, in all notes)


Note 1.  Consolidated Financial Statements

The consolidated  financial  statements include the accounts of The Ryland Group
and its wholly owned  subsidiaries  ("the Company").  Intercompany  transactions
have been eliminated in consolidation.

The consolidated balance sheet as of March 31, 2000, the consolidated statements
of  earnings  for the  three  months  ended  March 31,  2000 and  1999,  and the
consolidated  statements of cash flows for the three months ended March 31, 2000
and 1999,  have been prepared by the Company  without  audit.  In the opinion of
management,   all  adjustments,   which  include  normal  recurring  adjustments
necessary to present  fairly the financial  position,  results of operations and
cash flows at March 31, 2000, and for all periods presented, have been made. The
consolidated  balance  sheet at  December  31,  1999 is taken  from the  audited
financial  statements  as of that  date.  Certain  amounts  in the  consolidated
statements have been reclassified to conform to the 2000 presentation.

Certain information and footnote  disclosures normally included in the financial
statements have been condensed or omitted.  These financial statements should be
read in conjunction with the financial  statements and related notes included in
the Company's 1999 annual report to shareholders.

The  results of  operations  for the three  months  ended March 31, 2000 are not
necessarily indicative of the operating results for the full year.

Assets  presented  in  the  financial   statements  are  net  of  any  valuation
allowances.

The following table is a summary of capitalized interest:

                                           2000        1999
                                        --------    --------
Capitalized interest as of January 1,   $ 26,970    $ 21,600
Interest capitalized                       8,508       6,029
Interest amortized to cost of sales       (4,645)     (3,999)
                                        --------    --------
Capitalized interest as of March 31,    $ 30,833    $ 23,630
                                        --------    --------


Note 2.  New Accounting Pronouncements

FASB 133

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 133 (FAS 133),  "Accounting  for Derivative
Instruments  and Hedging  Activities."  In June 1999,  the Financial  Accounting
Standards  Board  delayed,  for one year,  the effective  date of FAS 133 to all
years  beginning  after June 15, 2000.  FAS 133 requires all  derivatives  to be
recorded  on the  balance  sheet at fair value and  establishes  new  accounting
procedures for hedges that will effect the timing of recognition  and the manner
in which  hedging gains and losses are  recognized  in the  Company's  financial
statements.  The Company is currently in the process of evaluating the impact of
FAS 133. The Company will adopt FAS 133 on January 1, 2001.


                                       5

 7



The Ryland Group, Inc. and subsidiaries
NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS - continued  (unaudited)
(amounts in thousands, except for share data, in all notes)

Note 3.  Segment Information

Operations of the Company  consist of two business  segments:  homebuilding  and
financial services.  The Company's  homebuilding segment specializes in the sale
and construction of  single-family  attached and detached housing in 21 markets.
The financial services segment provides  mortgage-related  products and services
primarily  for Ryland  Homes'  customers  and  conducts  investment  activities.
Corporate expenses represent the costs of corporate functions, which support the
business segments.

                              Three months ended March 31,
                                    2000        1999
                                 --------    --------
Earnings before taxes
  Homebuilding                   $ 21,613    $ 18,809
  Financial services                  718       2,219
  Corporate and other              (4,417)     (4,159)
                                 --------    --------
Total                            $ 17,914    $ 16,869
                                 ========    ========

Note 4.  Earnings Per Share Reconciliation

The following table sets forth the computation of basic and diluted earnings per
share.  The assumed  conversion  of  preferred  stock was dilutive for the three
months ended March 31, 2000 and 1999.

                                                   Three months ended March 31,
                                                       2000            1999
                                                 ------------    ------------
Numerator:
  Net earnings                                   $     10,928    $     10,121
  Preferred stock dividends                              (185)           (223)
                                                 ------------    ------------
  Numerator for basic earnings per share -
    available to common stockholders                   10,743           9,898
  Effect of dilutive securities -
    preferred stock dividends                             185             223
  Numerator for diluted earnings per share -
    available to common stockholders             $     10,928    $     10,121
                                                 ------------    ------------
Denominator:
  Denominator for basic earnings per share -
    weighted-average shares                        13,449,381      14,810,457
  Effect of dilutive securities:
    Stock options                                     140,854         311,226
    Equity incentive plan                              77,046         137,048
    Conversion of preferred shares                    342,542         410,443
                                                 ------------    ------------
  Dilutive potential common shares                    560,442         858,717
  Denominator for diluted earnings per share -
    adjusted weighted-average shares and
    assumed conversions                            14,009,823      15,669,174

BASIC EARNINGS PER SHARE                         $       0.80    $       0.67

DILUTED EARNINGS PER SHARE                       $       0.78    $       0.65


                                       6

 8


The Ryland Group, Inc. and subsidiaries
NOTES TO CONSOLIDATED  FINANCIAL STATEMENTS - continued (unaudited)
(amounts in thousands, except for share data, in all notes)

Note 5.  Commitments and Contingencies

Refer to Part II, Other Information,  Item 1, Legal Proceedings of this document
for updated information regarding the Company's commitments and contingencies.

Note 6.  Comprehensive Income

Comprehensive  income  consists  of net income and the  increase  or decrease in
unrealized  gains or losses on the Company's  available-for-sale  securities and
totaled  $10.8  million and $10.0  million for the three  months ended March 31,
2000 and 1999, respectively.

Note 7.  Financial Services Short-Term Notes Payable

In March 2000, the Company renewed and extended a revolving credit facility used
to  finance  investment  securities  in  the  financial  services  segment.  The
facility,  previously  $100 million,  was renewed at $35 million.  The agreement
extends through March 2001, bears interest at market rates and is collateralized
by investment portfolio securities.  Borrowings  outstanding under this facility
were $18.2  million and $19.6  million at March 31, 2000 and  December 31, 1999,
respectively.

                                       7

 9

Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS
CONSOLIDATED

For the first quarter of 2000, the Company  reported  consolidated  net earnings
from  operations of $10.9 million,  or $.80 per share ($.78 per share  diluted).
This compared with  consolidated  net earnings from operations of $10.1 million,
or $.67 per share ($.65 per share  diluted) for the first  quarter of 1999.  The
increase of $.8 million, or $.13 per share, was driven by increased homebuilding
revenue and closing volume.

The homebuilding segment reported pretax earnings of $21.6 million for the first
quarter of 2000, a $2.8 million increase over the $18.8 million reported for the
first quarter of 1999.  Homebuilding results in the first quarter increased over
last year primarily due to higher closings.  Pretax homebuilding margins reached
5.1  percent in the first  quarter  of 2000  versus  4.8  percent  for the first
quarter of 1999.

The financial services segment reported operating pretax earnings of $.7 million
for the first quarter of 2000, compared with $2.2 million for the same period in
1999. The decrease from the prior year was attributable  primarily to a decrease
in the  holding  period  for loans in the  fourth  quarter  of 1999,  and a 15.8
percent decrease in originations. In addition, the decrease was partially offset
by  earnings  growth  in  title  operations  and  savings  from   cost-reduction
initiatives.

Corporate expenses represent the cost of corporate functions,  which support the
business  segments.  Corporate expenses of $4.4 million for the first quarter of
2000 were slightly higher than in the prior year.

Although   the   Company's   limited-purpose   subsidiaries   no  longer   issue
mortgage-backed securities and mortgage-participation  securities, they continue
to hold  collateral for  previously  issued  mortgage-backed  bonds in which the
Company  maintains  a  residual  interest.  Revenues,  expenses,  and  portfolio
balances  continue to decline as the mortgage  collateral  pledged to secure the
bonds  decreases due to scheduled  payments,  prepayments and exercises of early
redemption  provisions.  Revenues have approximated  expenses for the last three
years.

                                       8

 10




HOMEBUILDING SEGMENT

Results of operations from the homebuilding segment are summarized as follows
($ amounts in thousands, except average closing price):

                                                  Three months ended
                                                        March 31,
                                                    2000       1999
                                                 --------   --------
Revenues
  Residential                                    $411,449   $387,260
  Other                                             8,869      4,054
                                                 --------   --------
  Total                                           420,318    391,314

Gross profit                                       67,337     63,824
Selling, general and
  administrative expenses                          43,178     42,406
Interest expense                                    2,546      2,609
                                                 --------   --------
Homebuilding pretax earnings                     $ 21,613   $ 18,809
                                                 ========   ========
Operational unit data
  New orders (units)                                3,172      2,980
  Closings (units)                                  2,161      2,045
Outstanding contracts at March 31
  Units                                             4,678      4,387
  Dollar value                                   $878,849   $809,812

Average closing price                            $190,000   $189,000


Homebuilding  revenues  increased  7.4  percent  for the first  quarter of 2000,
compared  with the same  period  last year,  due to a 5.7  percent  increase  in
closings  (2,161  homes  closed  compared  with 2,045 homes  closed in the first
quarter of 1999).

Gross profit margins from home sales averaged 16.0 percent for the first quarter
of 2000, a 50 basis point  decrease  from the 16.5 percent for the first quarter
of 1999. The decrease is primarily  attributable  to the composition of closings
for the period. For the quarter ended March 31, 2000, home sales in lower-margin
communities were slightly higher than in the same period in the prior year.

New orders  increased  6.4 percent from the first  quarter of last year to 3,172
homes, representing the highest quarterly sales volume in the Company's history.
Sales  per  community  were up 3 percent  with the  Company  operating  in eight
additional active communities than in the first quarter of 1999.

Outstanding  contracts as of March 31, 2000 were 4,678,  compared  with 4,387 at
March 31, 1999 and 3,667 at December 31, 1999.  Outstanding  contracts represent
the Company's  backlog of sold, but not closed homes,  which generally are built
and closed, subject to cancellation, over the subsequent two quarters. The value
of outstanding  contracts at March 31, 2000 was $878.8  million,  an increase of
8.5 percent from March 31, 1999 and an increase of 27.3  percent  from  December
31, 1999.


                                       9

 11




Selling,  general  and  administrative  expenses,  as a  percentage  of revenue,
decreased to 10.3 percent for the first quarter of 2000, versus 10.8 percent for
the first quarter of 1999.  Compared  with the first  quarter of 1999,  interest
expense declined slightly to $2.5 million in the first quarter of 2000.

FINANCIAL SERVICES

Results of operations of the Company's financial services segment are summarized
as follows (amounts in thousands):

                                                      Three months
                                                     ended March 31,
                                                     2000       1999
                                                   -------    -------
Retail revenues
Interest and
  net origination fees                             $   618    $ 1,547
Net gains on sales of mortgages
  and servicing rights                               2,807      3,934
Loan servicing                                          11        424
Title/escrow                                         2,049      2,032
                                                   -------    -------
    Total retail revenue                             5,485      7,937

Revenue from investment operations                   2,465      2,651
                                                   -------    -------
Total revenues                                     $ 7,950    $10,588

Expenses
  General and administrative                         5,179      5,916
  Interest                                           2,053      2,453
                                                   -------    -------
  Total expenses                                     7,232      8,369

  Pretax earnings                                  $   718    $ 2,219
                                                   =======    =======



Pretax earnings by line of business were as follows (amounts in thousands):

                                                      Three months
                                                     ended March 31,
                                                     2000       1999
                                                   -------    -------
Retail                                             $   123    $ 1,489
Investments                                            595        730
                                                   -------    -------
Total                                              $   718    $ 2,219
                                                   -------    -------
                                       10

 12

OPERATIONAL DATA:
                                                       Three months
                                                      ended March 31,
                                                     2000       1999
                                                   -------    -------
Retail operations:
  Originations                                       1,307      1,552
  Percent of Ryland Homes
    closings                                           96%        81%
  Ryland Homes capture rate                            63%        68%

Investment operations:
  Portfolio average
    balance (in millions)                          $ 100.7    $ 107.7


Revenues for the financial services segment decreased for the three month period
ended March 31, 2000,  compared with the same period of 1999.  The decrease from
the prior year was  attributable  primarily to a decrease in the holding  period
for  loans  in the  fourth  quarter  of 1999,  and a 15.8  percent  decrease  in
originations.

General and  administrative  expenses decreased for the three month period ended
March 31, 2000,  compared with the same period in the prior year, as a result of
the  Company's  cost-reduction  initiatives.  Interest  expense  decreased  16.3
percent for the three months ended March 31, 2000 compared  with 1999,  due to a
reduction in origination volume compared with the same period in the prior year.

Retail operations include residential mortgage origination,  loan servicing, and
title,  escrow and homeowners  insurance  services for retail customers.  Retail
operations reported pretax earnings of $.1 million for the first quarter of 2000
compared with $1.5 million for the same period last year.

Mortgage origination volume decreased by 15.8 percent for the three month period
ended March 31, 2000,  compared with the same period last year.  The decline was
primarily due to a decrease in third party originations.

Investment operations hold certain assets, primarily mortgage-backed securities,
which were obtained as a result of the exercise of redemption  rights on various
mortgage-backed   bonds  previously  owned  by  the  Company's   limited-purpose
subsidiaries.  Pretax earnings from  investment  operations were $.6 million for
the first quarter  compared with $.7 million in the prior year. The decrease was
primarily  the result of  decreases  in the  average  portfolio  balance and the
weighted  average coupon rate of the  portfolio,  which resulted in a decline in
interest and other income.


                                       11

 13


FINANCIAL CONDITION AND LIQUIDITY

Cash requirements for the Company's homebuilding and financial services segments
are generally provided from outside  borrowings and internally  generated funds.
The Company  believes that its current sources of cash are sufficient to finance
its current requirements.

The homebuilding  segment's borrowings include senior notes, senior subordinated
notes, an unsecured  revolving  credit facility,  and nonrecourse  secured notes
payable.  Senior and senior  subordinated notes outstanding totaled $308 million
as of March 31, 2000 and December 31, 1999.

The Company uses its unsecured revolving credit facility to finance increases in
its homebuilding inventory and working capital. This facility matures in October
2003, and provides for borrowings up to $375 million.  There was $202 million in
outstanding  borrowings under this facility as of March 31, 2000 and $70 million
in  outstanding  borrowings  at December  31,  1999.  The Company had letters of
credit  outstanding  under this facility  totaling $50 million at March 31, 2000
and $49 million at December 31, 1999. To finance land purchases, the Company may
also use seller-financed, non-recourse secured notes payable. At March 31, 2000,
such notes payable outstanding  amounted to $10 million compared with $8 million
at December 31, 1999.

Housing  inventories  increased to $912 million as of March 31, 2000,  from $823
million as of December 31, 1999.  The increase  reflects a higher sold inventory
related to the significant  increase in quarter-end  backlog, and an increase in
land under development and improved lots commensurate with growth.  The increase
in inventory was funded with internally generated funds and borrowings under the
revolving credit facility.

The financial services segment uses cash generated from operations and borrowing
arrangements  to finance its  operations.  The  financial  services  segment has
borrowing  arrangements that include a credit facility which provides up to $200
million for  mortgage  warehouse  funding  and  matures in May 2002;  repurchase
agreement  facilities  aggregating  $150  million;  and a $35 million  revolving
credit facility used to finance investment  portfolio  securities.  At March 31,
2000 and December 31, 1999,  the combined  borrowings of the financial  services
segment outstanding under all agreements were $157 million.

Mortgage loans,  notes receivable,  and  mortgage-backed  securities held by the
limited-purpose  subsidiaries  were pledged as collateral for previously  issued
mortgage-backed  bonds,  the terms of which  provided for the  retirement of all
bonds  from the  proceeds  of the  collateral.  The  source of cash for the bond
payments  was cash  received  from the  mortgage  loans,  notes  receivable  and
mortgage-backed securities.

The Company has not guaranteed the debt of either the financial services segment
or limited-purpose subsidiaries.

During the quarter ended March 31, 2000, the Company  repurchased  approximately
800,000 shares of its outstanding common stock at a cost of approximately  $14.2
million.  In February 2000, the Board of Directors approved the repurchase of of
up to one million shares of the Company's  outstanding common stock. As of March
31, 2000, the Company had Board  authorization to repurchase up to an additional
999,800 shares of its common stock.  The Company's  repurchase  program has been
funded through internally generated funds.


                                       12

 14

Note:  Certain  statements in Management's  Discussion and Analysis of Financial
Condition and Results of Operations may be  "forward-looking  statements" within
the meaning of the Private  Securities  Litigation Act of 1995.  Forward-looking
statements are based on various factors and  assumptions  that include risks and
uncertainties,  such as the completion and profitability of sales reported,  the
market  for  homes  generally  and in areas  where  the  Company  operates,  the
availability  and cost of land,  changes in  economic  conditions  and  interest
rates, the availability and increases in raw material and labor costs,  consumer
confidence, government regulations, and general competitive factors, all or each
of which may cause actual results to differ materially.


                                       13

 15


Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no other  material  changes in the  Company's  market  risk from
December 31, 1999. For information regarding the Company's market risk, refer to
Form 10-K for the fiscal year ended December 31, 1999, of The Ryland Group, Inc.


                                       14

 16




PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

The Company is party to various legal  proceedings  generally  incidental to its
businesses.  Based on evaluation of these matters and discussions  with counsel,
management  believes that  liabilities to the Company arising from these matters
will not have a material  adverse effect on the overall  financial  condition of
the Company.

                                                                       Page Number
                                                                       -----------

Item 6.   Exhibits and Reports on Form 8-K

A.    Exhibits

10.6    Restated Credit Agreement dated as of March 31, 2000,              18-31
        Between Ryland Mortgage Company; Associates Mortgage
        Funding Corporation; Chase Bank of Texas, N.A.; and
        certain lenders. (filed herewith)

27      Financial Data Schedule (filed herewith)                              32

B.    Reports on Form 8-K.

   No reports on Form 8-K were filed during the first quarter of 2000.


                                       15

 17



                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                              THE RYLAND GROUP, INC.
                              Registrant

May 12, 2000                   By: /s/ Gordon A. Milne
Date                               -------------------
                                  Gordon A. Milne
                                  Senior Vice President and Chief Financial Officer
                                  (Principal Financial Officer)



May 12, 2000                   By: /s/ David L. Fristoe
Date                               --------------------
                                  David L. Fristoe
                                  Senior Vice President and Corporate Controller
                                  (Principal Accounting Officer)


                                       16

 18



                                INDEX OF EXHIBITS

A. Exhibits                                                              Page of
                                                                       Sequentially
Exhibit No.                                                           Numbered Pages
                                                                      --------------
10.6    Restated Credit Agreement dated as of March 31, 2000,              18-31
        Between Ryland Mortgage Company; Associates Mortgage
        Funding Corporation; Chase Bank of Texas, N.A.; and
        certain lenders. (filed herewith)

27      Financial Data Schedule (filed herewith)                              32

                                       17

 19

EX-10

                               LIST OF DOCUMENTS

                3/00 (sixth) AMENDMENT (dated March 31, 2000) TO

                         REPURCHASE FINANCING AGREEMENT

                              dated October 9, 1996
                                      among

                            ASSOCIATES FUNDING, INC.,
                            RYLAND MORTGAGE COMPANY,
                    CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
           (formerly named Texas Commerce Bank National Association),
                 as a Lender and as Agent for the other Lenders
                            and certain other Lenders



         Extends the termination date by 364 days to March 30, 2001.

1.       3/00 Amendment to Repurchase Financing Agreement

2.       Officer's Certificate of Associates Funding, Inc.

3.       Officer's Certificate of Ryland Mortgage Company

                                       18

 20


                                 3/00 AMENDMENT

                             (the sixth amendment)
                           dated as of March 31, 2000
                                       to

                         REPURCHASE FINANCING AGREEMENT
                          dated as of October 9, 1996

                                     among

                            ASSOCIATES FUNDING, INC.
                                  ("Borrower")

                             RYLAND MORTGAGE COMPANY
                                 ("Guarantor")

                 CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION
                      ("Chase Texas"), as Agent ("Agent")

                                      and

                                CERTAIN LENDERS

        $35,000,000 (originally $100,000,000) Revolving Credit Facility
                          with $10,000,000 subline for
                           performing mortgage loans
                        formerly securing redeemed bonds




                                  [Chase Logo]

                                       19

 21



                                      INDEX

        3/00 Amendment .................................................1
        Agent ..........................................................1
        Bloomberg British Bankers Association LIBOR Page ...............1
        Borrower .......................................................1
        Chase Texas ....................................................1
        Companies ......................................................1
        Guarantor ......................................................1
        Lenders ........................................................1
        Loan Agreement .................................................1
        Stated Termination Date.........................................2


                                       20

 22





                                TABLE OF CONTENTS

A.       Amendments............................................................1

B.       Conditions Precedent..................................................2

C.       Representations and Warranties........................................3

D.       Ratification..........................................................3

E.       Miscellaneous.........................................................3


                                       21


 23




                                3/00 AMENDMENT TO
                         REPURCHASE FINANCING AGREEMENT

                                    Preamble

         THIS 3/00  AMENDMENT  TO  REPURCHASE  FINANCING  AGREEMENT  (the  "3/00
Amendment") entered into as of March 31, 2000, among ASSOCIATES FUNDING, INC., a
Delaware corporation ("Borrower"),  RYLAND MORTGAGE COMPANY, an Ohio corporation
("Guarantor"),  CHASE BANK OF TEXAS, BANK NATIONAL ASSOCIATION1 ("Chase Texas"),
as a lender and as agent for the  lenders  from time to time party  thereto  (in
that capacity, the "Agent"), and Chase Texas, as currently the only lender party
to the Loan  Agreement  (defined  below) to amend (for the sixth  time) the Loan
Agreement recites and provides as follows:

                                    Recitals

         Borrower and Guarantor (the  "Companies") and Chase Texas, as Agent and
the only lender (the lenders  thereunder being called the "Lenders"),  are party
to the Repurchase  Financing  Agreement  dated as of October 9, 1996 (as amended
through  the  date  of this  amendment,  the  "Loan  Agreement")  providing  for
revolving  credit loans of (originally) up to $100 million of principal lent and
outstanding  on any day during the term of the Loan  Agreement,  and  previously
amended to, among other things, reduce such limit to $35 million.  Terms defined
in the Loan  Agreement  have the  same  meanings  when  used,  unless  otherwise
defined, in this amendment.  This amendment is for the purposes of extending the
Stated  Termination  Date from  March 31,  2000 to March 30,  2001 and  updating
certain definitions.  Accordingly,  for valuable and acknowledged consideration,
the parties to this amendment agree as follows:

A.   Amendments.

          1.   Amendment  of Section  1.1.  Section 1.1 is amended by adding the
               following new definitions, in alphabetical order:

                    3/00  Amendment  means  the  3/00  Amendment  to  Repurchase
               Financing  Agreement dated as of March 31, 2000,  executed by the
               parties hereto and amending this Agreement (for the sixth time).

                    Bloomberg  British Bankers  Association LIBOR Page means the
               display designated as page "LIBOR" on the Bloomberg British Banks
               Association   rates   service  or  such   other   internationally
               recognized  service as the Agent shall  select from time to time,
               or such other page,  if any,  as shall  replace the LIBOR page on
               any such selected  service for the purpose of  displaying  London
               interbank offered rates of major banks.

- --------
        1 Before January 20, 1998, Chase Bank of Texas, National Association was
named Texas Commerce Bank National Association.


                                       22
 24

                    Section  1.1 is further  amended by amending  the  following
                    definitions to henceforth read as follows:

                         LIBOR  means,  for any  LIBOR  Borrowing,  the  rate of
                    interest  per  annum  that is equal to the rate per annum --
                    rounded  upwards,  if necessary,  to the nearest basis point
                    (0.01%) -- determined by The Chase  Manhattan Bank (which is
                    an  Affiliate  of  Chase  Texas)  to be the  average  of the
                    interest  rates  available  to it  in  accordance  with  the
                    then-existing  practices in the interbank  market in London,
                    England at approximately 11:00 a.m. London time for that day
                    for the  offering  to The Chase  Manhattan  Bank by  leading
                    dealers in such interbank market for delivery on that day of
                    U.S.  dollar  deposits each for a term and in an amount that
                    are  fairly  comparable,  respectively,  to the  term of the
                    Interest  Period  and the  amount of that  LIBOR  Borrowing;
                    provided  that if for any reason the Agent cannot  determine
                    such rate for any such second  Business  Day, then LIBOR for
                    that day shall be the rate of  interest  per  annum  that is
                    equal to the arithmetic  mean of the rates  appearing on the
                    Bloomberg British Bankers Association LIBOR page as of 11:00
                    a.m.,  London  time,  on the second  Business Day before the
                    first day of the applicable Interest Period for the offering
                    by such  institutions as are named therein to prime banks in
                    the Eurodollar interbank market in London, England, for U.S.
                    dollar  deposits  each for a term and in an amount  that are
                    fairly comparable, respectively, to the term of the relevant
                    Interest  Period  and  the  amount  of  the  relevant  LIBOR
                    Borrowing.  The Agent's  determination of LIBOR for each day
                    shall be conclusive and binding, absent manifest error.

                         Stated Termination Date means March 30, 2001.

                    And Schedule 1.1(a) (first referred to in the Loan Agreement
                    in the  definition of  "Commitment"  in Section 1.1 and last
                    updated  by  the  3/99  Amendment  to  Repurchase  Financing
                    Agreement  dated March 31,  1999) is amended in its entirety
                    to henceforth read as does Schedule  3/00-1.1(a) attached to
                    this amendment and hereby made a part hereof.

B.   Conditions  Precedent.  Paragraph 1 above shall not be effective  until (a)
     the Agent receives  counterparts  of this amendment  executed by all of the
     parties named below, (b) for any officer of either Company signing below on
     behalf of that Company but not included in  certificates  of incumbency for
     that Company delivered to the Agent before this amendment, Agent receives a
     certificate  of the secretary or assistant  secretary of that Company about
     the  due  incumbency  of that  officer,  and  (c) if the  Agent  reasonably
     requires,  the Agent  receives  resolutions of the directors of any Company
     authorizing  this  amendment  certified  as  accurate  and  complete by the
     secretary or assistant secretary of the appropriate Company.


                                       23

 25



C.   Representations  and  Warranties.   The  Companies  jointly  and  severally
     represent  and  warrant to Agent and Lenders  that,  as of the date of this
     amendment  and on the date of its  execution  (a) the  representations  and
     warranties in the Loan Papers are true and correct in all material respects
     except to the extent  that (i) a  representation  or  warranty  speaks to a
     specific  date or (ii) the facts on which a  representation  or warranty is
     based have changed by transactions or conditions  contemplated or permitted
     by the Loan papers, and (b) no Default or Potential Default exists.

D.   Ratification.  The Companies  ratify and confirm (a) all  provisions of the
     Loan  Papers as  amended  by this  amendment  and (b) that all  guaranties,
     assurances  and Liens  granted,  conveyed,  or assigned to Agent or Lenders
     under  the Loan  Papers,  as they  may have  been  revised,  extended,  and
     amended,  continue to  guarantee,  assure,  and secure the full payment and
     performance of the Obligation (including,  without limitation,  all amounts
     evidenced now or in the future by any note delivered under this amendment).

E.   Miscellaneous.  All  references in the Loan Papers to the "Loan  Agreement"
     are to the Loan Agreement as amended by this amendment. This amendment is a
     "Loan Paper" referred to in the Loan Agreement, and the provisions relating
     to Loan Papers in the Loan Agreement are  incorporated in this amendment by
     reference.  Except as specifically  amended and modified in this amendment,
     the Loan  Agreement  is unchanged  and  continues in full force and effect.
     This amendment may be executed in any number of counterparts  with the same
     effect as if all signatories had signed the same document. All counterparts
     must be construed together to constitute one and the same instrument.  This
     amendment  binds and  benefits the  Companies,  Agent,  Lenders,  and their
     respective  successors and permitted assigns.  THIS AMENDMENT AND THE OTHER
     LOAN PAPERS  REPRESENT THE FINAL AGREEMENT  BETWEEN THE PARTIES AND MAY NOT
     BE CONTRADICTED BY EVIDENCE OF PRIOR,  CONTEMPORANEOUS,  OR SUBSEQUENT ORAL
     AGREEMENTS BY THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS  BETWEEN
     THE PARTIES.


                                       24

 26






         EXECUTED as of the day and year first stated above.


ASSOCIATES FUNDING, INC.                     RYLAND MORTGAGE COMPANY


By:     /s/ Susan M. Cass                  By:     /s/ Susan M. Cass
        ------------------------------             -----------------------------
(Name)  Susan M. Cass                      (Name)  Susan M. Cass
        ------------------------------             -----------------------------
(Title) Senior Vice President              (Title) Senior Vice President and CFO
        ------------------------------             -----------------------------





CHASE BANK OF TEXAS, NATIONAL
ASSOCIATION, as Agent and as a Lender


By:     /s/ Michael W. Nicholson
        ------------------------------
(Name)  Michael W. Nicholson
        ------------------------------
(Title) Vice President
        ------------------------------



      Unnumbered counterpart signature page to 3/00 Amendment to Repurchase
   Financing Agreement among Associates Funding, Inc., Ryland Mortgage Company
                  and Chase Bank of Texas, National Association




                                       25

 27





                              SCHEDULE 3/00-1.1(a)
                              --------------------

                             LENDERS AND COMMITMENTS
                             -----------------------

================================================== =============================

                  Name of Lender                            Commitment

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

Chase Texas                                                $35,000,000
717 Travis, 6th Floor
O6TCBSouth56
Houston, TX  77252-7056
Attention: Michael Nicholson, Vice President
Fed Tax ID No. 74-0800980
Tel (713) 216-5335
Fax (713) 216-1567
================================================== =============================


                                       26

 28


                              OFFICER'S CERTIFICATE

LENDER:           Chase Bank of Texas, National Association 1

COMPANY:          Associates Funding, Inc.

DATE:             March 31, 2000

________________________________________________________________________

         This  certificate  is  delivered  to  the  Lender  under  a  Repurchase
Financing  Agreement,  dated  as of  October  9,  1996,  as  amended  by a First
Amendment to  Repurchase  Financing  Agreement,  dated as of March 31, 1998 (the
"3/98 Amendment"),  a Second Amendment to Repurchase Financing Agreement,  dated
September  30, 1998 (the "9/98  Amendment"),  a Third  Amendment  to  Repurchase
Financing  Agreement  dated as of December 31, 1998 (the "12/98  Amendment"),  a
Fourth  Amendment to Repurchase  Financing  Agreement dated as of March 31, 1999
(the "3/99  Amendment"),  a Fifth Amendment to Repurchase  Financing  Agreement,
dated as of April 15,  1999 (the "4/99  Amendment"),  and a Sixth  Amendment  to
Repurchase  Financing  Agreement of even date  herewith  (the "3/00  Amendment")
(all  documents   collectively   referred  to  as  the   "Repurchase   Financing
Agreement")  between the  Company,  as Borrower,  Ryland  Mortgage  Company,  as
Guarantor  and the Lender,  both as Agent and Lender.  Unless they are otherwise
defined in this request,  terms defined in the  Repurchase  Financing  Agreement
have the same meanings here as there.

         The  undersigned  Company  officer  certifies to the Lender that on the
date of this certificate:

         1.       The  undersigned  is  an  incumbent  officer  of  the  Company
holding the title stated below the undersigned's signature below.

         2.       Attached  hereto  as  Annex A is a true and  complete  copy of
the  resolution  of the  board  of  directors  of the  Company  authorizing  the
negotiation   and  execution  of  the  3/00   Amendment.   There  have  been  no
amendments to the  certificate  or articles of  incorporation  and bylaws of the
Company since October 1, 1996.

         3.       The  Company  officers  authorized  to execute and deliver the
3/00 Amendment are as follows:



      Name               Title                           Signature

Susan M. Cass            Sr. Vice President and CFO      /s/ Susan M. Cass
- --------------------------------------------------------------------------------
Daniel G. Schreiner      President                       /s/ Daniel G. Schreiner
- --------------------------------------------------------------------------------




                                             ASSOCIATES FUNDING, INC.

                                             By: /s/ Susan M. Cass
                                                -----------------------
                                             Name:    Susan M. Cass
                                             Title:   Sr. Vice President and CFO


- --------
1 Until January 20, 1998, the Lender was named "Texas Commerce Bank National
Association"


                                       27

 29


                                    ANNEX A
                                    -------

                            ASSOCIATES FUNDING, INC.
                              Consent of Directors

THE  UNDERSIGNED,  being  all the  directors  of  Associates  Funding,  Inc.,  a
Delaware  corporation,  hereby  waive the  calling  and  holding of a meeting of
directors,  consent to the  following  action,  and direct that this  consent be
filed with the minutes of proceedings of the Corporation:

         RESOLVED,  that Associates Funding,  Inc. is hereby authorized to enter
         into that certain Sixth  Amendment to Repurchase  Financing  Agreement,
         dated as of March 31,  2000 (the  "Sixth  Amendment"),  by and  between
         Ryland  Mortgage  Company as  Guarantor,  Associates  Funding,  Inc. as
         Borrower  and Chase  Bank of Texas,  National  Association  (previously
         known as Texas  Commerce Bank National  Association)  both as Agent and
         Lender,   amending  the  Repurchase  Financing  Agreement  between  the
         parties,  dated  October 9, 1996,  as amended by a First  Amendment  to
         Repurchase  Financing Agreement between the parties,  dated as of March
         31,  1998,  a  Second  Amendment  to  Repurchase   Financing  Agreement
         between the parties,  dated as of September 30, 1998 a Third  Amendment
         to  Repurchase  Financing  Agreement  between the parties,  dated as of
         December  31,  1998,  a  Fourth   Amendment  to  Repurchase   Financing
         Agreement  between  the  parties,  dated as of  March 31,  1999,  and a
         Fifth  Amendment to Repurchase  Financing  Agreement  dated as of April
         15,  1999  (the   Repurchase   Financing   Agreement  and   Amendments,
         collectively  referred  to as the  "Repurchase  Financing  Agreement"),
         for the purpose of (i) extending the stated  Termination  Date, as that
         term is defined in the Sixth  Amendment,  to March 30,  2001;  and (ii)
         updating  certain  other   definitions  in  the  Repurchase   Financing
         Agreement, all as more particularly set forth in the Sixth Amendment.

         RESOLVED,   that  officers  of  the   Corporation  be  and  are  hereby
         authorized,  empowered and  directed,  in the name and on behalf of the
         Corporation,  to  execute,  deliver,  record  and file all  agreements,
         certificates,  documents and other  instruments  and to take all action
         as may be  necessary  or, in their  judgment,  desirable  and proper in
         order to renew and  continue the  Repurchase  Financing  Agreement  and
         Amendments,  their execution and delivery to be conclusive  evidence of
         the  approval  of  the  terms  and   conditions  of  such  renewal  and
         continuation  of the Repurchase  Financing  Agreement and Amendment and
         the   related   agreements,    certificates,    documents   and   other
         instruments,  and all related  actions,  by the Board of Directors  and
         of  the   authority  of  the  officers  to  execute  and  deliver  such
         agreements,   certificates,  documents  and  instruments  in  the  form
         executed and delivered.


                                                 /s/  Susan M. Cass
                                            ------------------------------------
                                                      Susan M. Cass


                                                 /s/  Bruce N. Haase
                                            ------------------------------------
                                                      Bruce N. Haase

March 31, 2000


                                       28

 30



                              OFFICER'S CERTIFICATE

LENDER:           Chase Bank of Texas, National Association 1

COMPANY:          Ryland Mortgage Company

DATE:             March 31, 2000

________________________________________________________________________

         This  certificate  is  delivered  to  the  Lender  under  a  Repurchase
Financing  Agreement,  dated  as of  October  9,  1996,  as  amended  by a First
Amendment to  Repurchase  Financing  Agreement,  dated as of March 31, 1998 (the
"3/98 Amendment"),  a Second Amendment to Repurchase Financing Agreement,  dated
as  of  September  30,  1998  (the  "9/98  Amendment"),  a  Third  Amendment  to
Repurchase  Financing  Agreement  dated as of  December  31,  1998  (the  "12/98
Amendment"),  a Fourth Amendment to the Repurchase  Financing Agreement dated as
of March 31, 1999 (the "3/99  Amendment"),  a Fifth  Amendment to the Repurchase
Financing  Agreement  dated as of April 15, 1999 (the "4/99  Amendment"),  and a
Sixth  Amendment to the  Repurchase  Financing  Agreement of even date  herewith
(the  "3/00  Amendment")  (all  documents   collectively   referred  to  as  the
"Repurchase   Financing   Agreement")  between  Associates  Funding,   Inc.,  as
Borrower,  the Company,  as Guarantor and the Lender,  both as Agent and Lender.
Unless  they  are  otherwise  defined  in this  request,  terms  defined  in the
Repurchase Financing Agreement have the same meanings here as there.

         The  undersigned  Company  officer  certifies to the Lender that on the
date of this certificate:

         1.       The  undersigned  is  an  incumbent  officer  of  the  Company
holding the title stated below the undersigned's signature below.

         2.       Attached  hereto  as  Annex A is a true and  complete  copy of
the  resolution  of the  board  of  directors  of the  Company  authorizing  the
negotiation   and  execution  of  the  3/00   Amendment.   There  have  been  no
amendments to the  certificate  or articles of  incorporation  and bylaws of the
Company since October 1, 1996.

         3.       The  Company  officers  authorized  to execute and deliver the
3/00 Amendment are as follows:



     Name                Title                           Signature

Susan M. Cass            Sr. Vice President and CFO      /s/ Susan M. Cass
- --------------------------------------------------------------------------------
Daniel G. Schreiner      President                       /s/ Daniel G. Schreiner
- --------------------------------------------------------------------------------




                                             ASSOCIATES FUNDING, INC.

                                             By: /s/ Susan M. Cass
                                                -----------------------
                                             Name:    Susan M. Cass
                                             Title:   Sr. Vice President and CFO



                                       29
 31



                                     ANNEX A
                                    -------

                            RYLAND MORTGAGE COMPANY
                              Consent of Directors

THE  UNDERSIGNED,  being all the directors of Ryland Mortgage  Company,  an Ohio
corporation,  hereby  waive the calling  and holding of a meeting of  directors,
consent to the  following  action,  and direct  that this  consent be filed with
the minutes of proceedings of the Corporation:

         RESOLVED,  that Ryland Mortgage  Company is hereby  authorized to enter
         into the Sixth Amendment to Repurchase  Financing  Agreement,  dated as
         of March 31,  2000  (the  "Sixth  Amendment"),  by and  between  Ryland
         Mortgage  Company as Guarantor,  Associates  Funding,  Inc. as Borrower
         and Chase  Bank of Texas,  National  Association  (previously  known as
         Texas  Commerce  Bank National  Association)  both as Agent and Lender,
         amending  the  Repurchase  Financing  Agreement  between  the  parties,
         dated  October 9, 1996,  as amended by a First  Amendment to Repurchase
         Financing  Agreement  between the parties,  dated as of March 31, 1998,
         a Second  Amendment  to  Repurchase  Financing  Agreement  between  the
         parties,  dated  as  of  September  30,  1998,  a  Third  Amendment  to
         Repurchase  Financing  Agreement  between  the  parties,  dated  as  of
         December  31,  1998,  a  Fourth   Amendment  to  Repurchase   Financing
         Agreement  between  the  parties,  dated as of March  31,  1999,  and a
         Fifth Amendment to Repurchase  Financing  Agreement,  dated as of April
         15,  1999  (the   Repurchase   Financing   Agreement  and   Amendments,
         collectively  referred  to as the  "Repurchase  Financing  Agreement"),
         for the purpose of (i) extending the stated  Termination  Date, as that
         term is defined in the Sixth  Amendment,  to March 30,  2001;  and (ii)
         updating  certain  other   definitions  in  the  Repurchase   Financing
         Agreement, all as more particularly set forth in the Sixth Amendment.

         RESOLVED,   that  officers  of  the   Corporation  be  and  are  hereby
         authorized,  empowered and  directed,  in the name and on behalf of the
         Corporation,  to  execute,  deliver,  record  and file all  agreements,
         certificates,  documents and other  instruments  and to take all action
         as may be  necessary  or, in their  judgment,  desirable  and proper in
         order to renew and  continue the  Repurchase  Financing  Agreement  and
         Amendment,  their  execution and delivery to be conclusive  evidence of
         the  approval  of  the  terms  and   conditions  of  such  renewal  and
         continuation  of the Repurchase  Financing  Agreement and Amendment and
         the   related   agreements,    certificates,    documents   and   other
         instruments,  and all related  actions,  by the Board of Directors  and
         of  the   authority  of  the  officers  to  execute  and  deliver  such
         agreements,   certificates,  documents  and  instruments  in  the  form
         executed and delivered.


                                                     /s/ Timothy J. Geckle
                                              ----------------------------------
                                                         Timothy J. Geckle


                                                     /s/ Daniel G. Schreiner
                                              ----------------------------------
                                                         Daniel G. Schreiner

March 31, 2000



                                       30
 32


                                    ANNEX A
                                    -------

                                  RESOLUTIONS


         WHEREAS,   it  is  proposed  that  Ryland  Mortgage  Company,  an  Ohio
corporation,  as Borrower (the  "Corporation"),  enter into a first amendment to
Repurchase  Financing  Agreement,  dated as of March 31,  1998  with  Associates
Funding,  Inc.  as a  Guarantor  ("Associates"),  Chase Bank of Texas,  National
Association  (previously  known as Texas  Commerce  Bank  National  Association)
both as Agent ("Agent") and Lender  ("Lender") (the "Amendment"),  amending the
Repurchase  Financing Agreement between the parties,  dated October 9, 1996 (the
"Repurchase  Financing  Agreement"),   providing,  among  other  things,  for  a
sublimit  to the  Repurchase  Financing  Agreement  to finance up to $20 million
dollars  from  time  to  time  outstanding  of the  Associate's  investments  in
performing single-family mortgage loans; and

         WHEREAS,  the terms of the  proposed  amendment  and related  documents
(the "Loan  Papers")  have been  reported to and  reviewed by the  Corporation's
directors; and

         NOW,   THEREFORE,   resolved,   that  the  proposed   Loan  Papers  are
authorized  and  approved,  and the  Corporation's  officers are each  severally
authorized  and  directed to execute them for the  Corporation  and in its name,
with such  changes in the Loan Papers'  terms and  provisions  as the  executing
officer deems necessary or appropriate and in the  Corporation's  best interest;
and

         FURTHER RESOLVED,  that the  Corporation's  officers are each severally
authorized  to  take,  or  cause  to be  taken,  any  and  all  action,  for the
Corporation  and  in its  name,  which  may be  required  for  the  transactions
contemplated  by the Loan  Papers  or  which  any  officer  deems  necessary  or
appropriate  and in the  Corporation's  best  interest,  but  attestation of any
agreement or document by any officer is not required for its validity; and

         FURTHER   RESOLVED,   that  all  acts,   transactions   or   agreements
undertaken  before the adoption of these  resolutions  by any of the officers or
representatives  of  Corporation in its name and for its account with any of the
Associates,  Agent or Lender in  connection  with the  amendment and Loan Papers
are ratified, confirmed and adopted by the Corporation.

                                       31
 33

EX-27

 

<ARTICLE>                           5
<LEGEND>
                  THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED
                  FROM THE RYLAND GROUP INC. FORM 10-Q FOR THE PERIOD ENDED
                  3/31/00 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
                  SUCH FINANCIAL STATEMENTS

<MULTIPLIER>                    1,000

                                   
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                              DEC-31-2000
<PERIOD-END>                                   MAR-31-2000
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<RECEIVABLES>                                                             50,675
<ALLOWANCES>                                                                   0
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