8-K

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549

                                  FORM 8-K

                              CURRENT REPORT
                 PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   October 25, 1996 (October 
18, 1996)

                          THE RYLAND GROUP, INC.
                          ----------------------
          (Exact Name of Registrant as Specified in Charter)

             Maryland                 1-8029                 52-0849948
            ----------               --------               ------------
         (State or Other       (Commission File Number)       (IRS Employer
          Jurisdiction                                     Identification No.)
       of Incorporation)

        11000 Broken Land Parkway, Columbia, Maryland              21044
        -----------------------------------------------------------------
       (Address of Principal Executive Offices)                  (ZIP Code)


      Registrant's telephone number, including area code: (410) 715-7000
                                                          ---------------

         (Former Name or Former Address, if Changed Since Last Report)





ITEM 5.      OTHER EVENTS.
            On December 17, 1986, The Ryland Group, Inc. (the "Company") 
adopted a Shareholder Rights Plan which provided for the issuance of common 
share purchase rights (the "Original Plan").  The Company amended the Original 
Plan on October 17, 1990.  Pursuant to the terms of the Original Plan, the 
Rights issued thereunder will expire January 13, 1997, unless earlier redeemed 
or exchanged.  Consistent with the purposes of the Original Plan, the Company 
adopted a new Shareholder Rights Plan on substantially the same terms to take 
effect immediately upon expiration of the Rights issued under the Original 
Plan.

            In order to implement the new Shareholder Rights Plan, the Board 
of Directors of The Ryland Group, Inc. (the "Company") has authorized a 
distribution of one common share purchase right (a "Right") for each 
outstanding share of common stock, par value $1.00 (the "Common Shares"), of 
the Company.  The dividend is payable on January 13, 1997 to stockholders of 
record on that date (the "Record Date").  The Record Date is the expiration 
date of the outstanding rights under the Original Plan under the Rights 
Agreement dated as of December 17, 1986, as amended on October 17, 1990.  The 
terms of the Rights are set forth in a Rights Agreement (the "Rights 
Agreement") between the Company and ChaseMellon Shareholder Services, L.L.C., 
as Rights Agent (the "Rights Agent"), dated as of October 18, 1996, as amended 
from time to time.

            Each Right entitles the registered holder to purchase from the 
Company one share of Common Stock, par value $1.00, of the Company (the 
"Common Shares") at a price of $70.00 per Common Share (the "Purchase Price"), 
subject to adjustment.

            Until the earlier to occur of (i) 10 business days following a 
public announcement that an "Acquiring Person" acquired, or obtained the right 
to acquire, beneficial ownership of 20% or more of the outstanding Common 
Shares or (ii) 10 business days (or such later date as may be determined by 
the Board of Directors prior to such time as any person becomes an Acquiring 
Person) following the commencement or announcement of an intention to make a 
tender offer or exchange offer the consummation of which would result in the 
"Acquiring Person" becoming the beneficial owner of 20% or more of such 
outstanding Common Shares (the earlier of such dates being called the 
"Distribution Date"), the Rights will be evidenced, with respect to any of the 
Common Share certificates outstanding as of the Record Date, by such Common 
Share certificate with a summary description of the Rights attached thereto.  
Acquiring Person is defined as any person or group of affiliated or associated 
persons, other than employee benefit plans of the Company and its 
subsidiaries.  The Rights Agreement provides that, until the Distribution 
Date, the Rights will be transferred with and only with the Common Shares.  
Until the Distribution Date (or earlier redemption or expiration of the 
Rights), new Common Share certificates issued after the Record Date upon 
transfer or new issuance of the Common Shares will contain a notation 
incorporating the Rights Agreement by reference.  Until the Distribution Date 
(or earlier redemption or expiration of the Rights), the surrender for 
transfer of any certificates for Common Shares outstanding as of the Record 
Date, even without such notation or a summary description of the Rights being 
attached thereto, will also constitute the transfer of the Rights associated




with the Common Shares represented by such certificate.  As soon as 
practicable following the Distribution Date, separate certificates evidencing 
the Rights ("Right Certificates") will be mailed to holders of record of the 
Common Shares as of the close of business on the Distribution Date and such 
separate Right Certificates alone will evidence the Rights.

            The Rights are not exercisable until the Distribution Date.  The 
Rights will expire on January 13, 2007, unless earlier redeemed by the Company 
as described below.

            The Purchase Price payable, and the number of Common Shares or 
other securities or property issuable, upon exercise of the Rights are subject 
to adjustment from time to time to prevent dilution (i) in the event of a 
stock dividend on, or a subdivision, combination or reclassification of the 
Common Shares, (ii) upon the grant to holders of the Common Shares of certain 
rights or warrants to subscribe for Common Shares or convertible securities at 
less than the current market price of the Common Shares or (iii) upon the 
distribution to holders of the Common Shares of evidences of indebtedness or 
assets (excluding regular periodic cash dividends out of earnings or retained 
earnings or dividends payable in Preferred Shares) or of subscription rights 
or warrants (other than those referred to above).

            With certain exceptions, no adjustment in the Purchase Price will 
be required until cumulative adjustments require an adjustment of at least 1% 
in such Purchase Price.  No fractional Common Shares will be issued and in 
lieu thereof, a payment in cash will be made based on the market price of the 
Common Shares on the last trading date prior to the date of exercise.

            In the event that the Company were acquired in a merger or other 
business combination transaction or 50% or more of its consolidated assets or 
earning power were sold, proper provision will be made so that each holder of 
a Right shall thereafter have the right to receive, upon the exercise thereof 
at the then current exercise price of the Right, that number of shares of 
common stock of the acquiring company which at the time of such transaction 
would have a market value of two times the exercise price of the Right.  In 
the event that the Company were the surviving corporation in a merger and the 
Common Shares were not changed or exchanged, or in the event that any person 
becomes the beneficial owner of 20% or more of the Company's Common Shares and 
hence an Acquiring Person (other than pursuant to a cash tender offer for all 
outstanding shares which is determined by a majority of the members of the 
Board of Directors who are not officers of the Company and who are not 
representatives, nominees, Affiliates or Associates of an Acquiring Person to 
be fair and in the best interest of stockholders) or engages in one of a 
number of self-dealing transactions specified in the Rights Agreement (a 
"Flip-In Event"), proper provision will be made so that each holder of a 
Right, other than Rights that are or were beneficially owned by the Acquiring 
Person (which will thereafter be void), will thereafter have the right to 
receive upon exercise that number of Common Shares having a market value of 
two times the exercise price of the Right (or Preferred Shares if so elected 
by the Board of Directors).  However, Rights are not exercisable following the 
occurrence of any of the events set forth above until such time as the Rights 
are no longer redeemable by the Corporation as set forth below.

            At any time until ten days following the date a person becomes an 
Acquiring Person, the Company, by a vote of the Board of Directors that 
includes the concurrence of a majority of the Disinterested Directors, may




redeem the Rights in whole, but not in part, at a price of $.01 per Right (the 
"Redemption Price").  The right of redemption also may be reinstated under 
certain circumstances described in the Rights Agreement, including if a term, 
provision, covenant or restriction of the Rights Agreement is held by a court 
or other authority to be invalid, void or unenforceable.  Under no 
circumstances following the occurrence of a Flip-In Event may the Rights be 
exercised prior to the expiration of the Company's ten day right of 
redemption.  Immediately upon the action of the Board of Directors ordering 
redemption of the Rights, with, where required, the concurrence of a majority 
of Disinterested Directors, the right to exercise the Rights will terminate 
and the only right of the holders of Rights will be to receive the Redemption 
Price.  The term "Disinterested Director" shall mean any member of the Board 
of Directors of the Company, while such Person is a member of the Board, who 
is not (i) an Acquiring Person, or an Affiliate or Associate of an Acquiring 
Person, or a representative of an Acquiring Person or of any such Affiliate or 
Associate, or (ii) a Person, an Affiliate, Associate, or representative of a 
Person, any of whom has stated an intent to take, or to consider taking, any 
action which would result in such Person becoming an Acquiring Person, or 
which would cause a Triggering Event.

            At any time after any person becomes an Acquiring Person, the 
Board of Directors of the Company may, at its option, exchange all or part of 
the then outstanding and exercisable Rights (excluding Rights of an Acquiring 
Person that have become void) for Common Shares at an exchange ratio of one 
Common Share per Right, appropriately adjusted to reflect any stock split, 
stock dividend or similar transaction occurring after the date hereof.  
Notwithstanding the foregoing, the Board of Directors shall not be empowered 
to effect such exchange at any time after any Acquiring Person, together with 
all Affiliates and Associates of such Person, becomes the Beneficial Owner of 
50% or more of the Common Shares then outstanding.  In lieu of Common Shares, 
the Board of Directors may elect to substitute Preferred Shares for any such 
exchange.

            Until a Right is exercised, the holder thereof, as such, will have 
no rights as a stockholder of the Company, including, without limitation, the 
right to vote or to receive dividends.  While the distribution of the Rights 
will not be taxable to stockholders or to the Company, stockholders may, 
depending upon the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Common Stock (or other consideration) of the 
Company or for common stock of the acquiring company as set forth above.

            Other than an amendment to those provisions relating to the 
principal economic terms of the Rights or to shorten the final expiration date 
of the Rights Agreement, any of the provisions of the Rights Agreement may be 
amended by the Board of Directors of the Company prior to the Distribution 
Date, including, without limitation, any amendment deemed to be necessary or 
appropriate in light of any judicial or other legal developments, whether or 
not binding precedent in respect of the Rights Agreement.  After the 
Distribution Date, the provisions of the Rights Agreement may be amended by 
the Board (in certain circumstances, with the concurrence of a majority of the 
Disinterested Directors) in order to cure any ambiguity, to make changes which 
do not adversely affect the interest of holders of Rights (excluding the 
interests of any Acquiring Person), or to shorten or lengthen any time period 
under the Rights Agreement; provided, however, that no amendment to adjust the 
time period governing redemption shall be made at such time as the Rights are 
not redeemable.  Without limiting any of the foregoing, at any time prior to a




Person (other than certain employee benefit plans of the Company) becoming an 
Acquiring Person, the Board may amend the Rights Agreement to lower the 
threshold for exercisability of the Rights (and the determination of the 
existence of an Acquiring Person) from 20% to any percentage greater than the 
greater of (i) the largest percentage of outstanding Common Shares then known 
to the Company to be beneficially owned by any Person or group of affiliated 
or associated persons (other than employee benefit plans of the Company and 
its subsidiaries) and (ii) 10%.

            A copy of the Rights Agreement is being filed with the Securities 
and Exchange Commission as an Exhibit hereto and is available free of charge 
from the Company.  This summary description of the Rights does not purport to 
be complete and is qualified in its entirety by reference to the Rights 
Agreement, as amended from time to time, which is hereby incorporated herein 
by reference.

ITEM 7.      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
EXHIBITS.
(a) and (b)      Financial Statements and Pro Forma Information.   None.
(c) Exhibits.      The following exhibits are filed with this report, and the 
foregoing description is modified by reference to such exhibits:
      1.      Rights Agreement between the Company and ChaseMellon Shareholder 
Services, L.L.C., as Rights Agent, dated as of October 18, 1996 which includes 
as Exhibit A the Form of Right Certificate.  Pursuant to the Rights Agreement, 
Right Certificates will not be mailed until as soon as practicable after the 
earlier of the tenth business day following announcement that a person or 
group has acquired beneficial ownership of 20% or more of the Common Shares or 
the tenth business day after a person commences or announces its intention to 
commence an offer the consummation of which would result in a person 
beneficially owning 20% or more of the Common Shares.





                                  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 hereunto duly authorized.
                                                      THE RYLAND GROUP, INC.
                                                 By: /s/ Michael D. Mangan
                                                     -------------------------

Date:  October 24, 1996




EXHIBIT INDEX
- -------------

Exhibit   Description                                               Page No.

4.        Rights Agreement between the Company and                    8-73
          ChaseMellon Shareholder Services, L.L.C., dated
          as of October 18, 1996 which includes as Exhibit A 
          the Form of Right Certificate.  Pursuant to the
          Rights Agreement, Right Certificates will not be
          mailed until as soon as practicable after the earlier
          of the tenth business day following announcement
          that a person or group has acquired beneficial
          ownership of 20% or more of the Common Shares
          or the tenth business day after a person commences
          or announces its intention to commence an offer
          the consummation of which would result in a
          person beneficially owning 20% or more of the Common Shares.
 

 
(Footnote continued from previous page)

(Footnote continued to next page)

EX-4

                              THE RYLAND GROUP, INC.


                                       and


                    CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


                                   Rights Agent



                                Rights Agreement

                           Dated as of October 18, 1996




TABLE OF CONTENTS

                                                                 Page


Section 1.      Certain Definitions                                   1

Section 2.      Appointment of Rights Agent                           5

Section 3.      Issue of Right Certificates                           6

Section 4.      Form of Right Certificates                            8

Section 5.      Countersignature and Registration                     8

Section 6.      Transfer, Split Up, Combination and 
                Exchange of Right Certificates;
                Mutilated, Destroyed, Lost or
                Stolen Right Certificates                             9

Section 7.      Exercise of Rights; Purchase Price;
      Expiration Date of Rights; Nullification of Rights              11

Section 8.      Cancellation and Destruction of Rights Certificates   14

Section 9.      Reservation and Availability of Common Shares         14

Section 10.      Common Shares Record Date                            16

Section 11.      Adjustment of Purchase Price,
                 Number of Shares or Number of Rights                 16

Section 12.      Certificate of Adjusted Purchase
                 Price or Number of Shares                            29

Section 13.      Consolidation, Merger or Sale or Transfer of
                 Assets or Earning Power                              29

Section 14.      Fractional Rights and Fractional Shares              35

Section 15.      Rights of Action                                     36

Section 16.      Agreement of Right Holders                           37

Section 17.      Right Certificate Holder Not Deemed a Stockholder    37

Section 18.      Concerning the Rights Agent                          38

Section 19.      Merger or Consolidation or Change of
                 Name of Rights Agent                                 38

Section 20.      Duties of Rights Agent                               39




Section 21.      Change of Rights Agent                               42

Section 22.      Issuance of New Right Certificates                   44

Section 23.      Redemption                                           44

Section 24.      Notice of Certain Events                             45

Section 25.      Notices                                              46

Section 26.      Supplements and Amendments                           47

Section 27.      Exchange                                             48

Section 28.      Successors.                                          50

Section 29.      Determinations and Actions by the Board 
                 of Directors, etc.                                   50

Section 30.      Benefits of this Agreement                           51

Section 31.      Severability                                         51

Section 32.      Governing Law                                        51

Section 33.      Counterparts                                         51

Section 34.      Descriptive Headings                                 52


Exhibit A -- Form of Right Certificate

Exhibit B -- Summary of Rights to Purchase Common Shares




                             RIGHTS AGREEMENT

      This Agreement, dated as of October 18, 1996, to be immediately 
effective as of the Effective Date (as hereinafter defined), between The 
Ryland Group, Inc., a Maryland corporation (the "Company"), and ChaseMellon 
Shareholder Services, L.L.C., a limited liability company (the "Rights 
Agent").

                            W I T N E S S E T H:

      WHEREAS, the Board of Directors of the Company has authorized and 
declared a dividend of one common share purchase right (a "Right") for each 
share of Common Stock, par value $1.00 per share, of the Company ("Common 
Share") outstanding at the close of business on the Effective Date (as 
hereinafter defined), each Right represents the right to purchase one share of 
Common Stock, par value $1.00 per share, of the Company upon the terms and 
subject to the conditions herein set forth, and has further authorized the 
issuance of one Right with respect to each Common Share that shall become 
outstanding between the Effective Date and the earliest of the Distribution 
Date, the Redemption Date and the Final Expiration Date (as such terms are 
defined in Sections 3 and 7 hereof).
      Accordingly, in consideration of the premises and the mutual agreements 
herein set forth, the parties agree as follows:

      Section 1.  Certain Definitions.  For purposes of this Agreement, the 
following terms have the meanings indicated:
      (a)      "Acquiring Person" shall mean any Person (as such term is 
hereinafter defined) who or which, together with all Affiliates and Associates 
(as such terms are hereinafter defined) of such Person, shall be the 
Beneficial Owner (as such term is hereinafter defined) of 20% or more of the 
Common Shares then outstanding, but shall not include (i) the Company, any 
Subsidiary of the Company or any employee benefit plan of the Company or of 
any Subsidiary of the Company, or any Person organized, appointed or 
established by the Company for or pursuant to the terms of any such plan or 
(ii) any Person who has become such a Beneficial Owner solely because (A) of a 
reduction in the number of Common Shares outstanding or (B) it acquired such 
Beneficial Ownership in the good faith belief that such acquisition would not 
(x) cause such Beneficial Ownership to exceed 20% of the Common Shares then 
outstanding and such Person relied in good faith in computing the percentage 
of its Beneficial Ownership on publicly filed reports or documents of the 
Company which are inaccurate or out-of-date or (y) otherwise cause a 
Distribution Date or the adjustment provided for in Section 11(a)(ii) to 
occur.  Notwithstanding clause (ii) of the prior sentence, if any Person that 
is not an Acquiring Person due to such clause (ii) does not reduce its 
percentage of Beneficial Ownership of Common Shares to less than 20% by the 
Close of Business on the fifth Business Day after notice from the Company (the 
date of notice being the first day) that such Person's Beneficial Ownership of 
Common Shares so exceeds 20% such Person shall, at the end of such five 
Business Day period, become an Acquiring Person (and such clause (ii) shall no 
longer apply to such Person).  For purposes of this definition, the 
determination whether any Person acted in "good faith" shall be conclusively 
determined by the Board of Directors of the Company, acting by a vote of those




directors of the Company whose approval would be required to redeem the Rights 
under Section 23.  
      (b)      "Affiliate" and "Associate" shall have the respective meanings 
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations 
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as 
in effect on the date of this Agreement.
      (c)      A Person shall be deemed the "Beneficial Owner" of and shall be 
deemed to "beneficially own" any securities:
         (i)      which such Person or any of such Person's Affiliates or 
Associates is deemed to beneficially own, within the meaning of Rule 13d-3 of 
the General Rules and Regulations under the Exchange Act, as in effect on the 
date of this Agreement; 
         (ii)      which such Person or any of such Person's Affiliates or 
Associates has (A) the right to acquire (whether such right is exercisable 
immediately or only after the passage of time) pursuant to any agreement, 
arrangement or understanding (whether or not in writing), or upon the exercise 
of conversion rights, exchange rights, rights (other than the Rights), 
warrants or options, or otherwise, provided, however, that a Person shall not 
be deemed the Beneficial Owner of, or to beneficially own, securities tendered 
pursuant to a tender or exchange offer made by or on behalf of such Person or 
any of such Person's Affiliates or Associates until such tendered securities 
are accepted for purchase; or (B) the right to vote, alone or in concert with 
others, pursuant to any agreement, arrangement or understanding (whether or 
not in writing), provided, however, that a Person shall not be deemed the 
Beneficial Owner of, or to beneficially own, any security if the agreement, 
arrangement or understanding to vote such security (1) arises solely from a 
revocable proxy or consent given in response to a public proxy or consent 
solicitation made pursuant to, and in accordance with, the applicable rules 
and regulations of the Exchange Act and (2) is not reportable by such Person 
on a Schedule 13D report under the Exchange Act (or any comparable or 
successor report); or
         (iii)      which are beneficially owned, directly or indirectly, by 
any other Person with which such Person or any of such Person's Affiliates or 
Associates has any agreement, arrangement or understanding (whether or not in 
writing), for the purpose of acquiring, holding, voting (except pursuant to a 
revocable proxy or consent as described in clause (B) of subparagraph (ii) of 
this paragraph (c)) or disposing of any securities of the Company.
      Notwithstanding anything in this definition of Beneficial Ownership to 
the contrary, (A) the phrase "then outstanding," when used with reference to a 
Person's Beneficial Ownership of securities of the Company, shall mean the 
number of such securities then issued and outstanding together with the number 
of such securities not then actually issued and outstanding which such Person 
would be deemed to own beneficially hereunder and (B) a Person engaged in 
business as an underwriter of securities shall not be considered to be the 
"Beneficial Owner" of or to "beneficially own" any securities acquired through 
such Person's participation in good faith in a firm commitment underwriting 
until the expiration of forty (40) days after the date of such acquisition.
      (d)      "Business Day" shall mean any day other than a Saturday, 
Sunday, or a day on which banking institutions in the States of New York or 
Maryland are authorized or obligated by law or executive order to close.
      (e)      "Close of Business" on any given date shall mean 5:00 P.M., 
Baltimore time, on such date; provided, however, that if such date is not a




Business Day it shall mean 5:00 P.M., Baltimore time, on the next succeeding 
Business Day.
      (f)      "Common Shares" when used with reference to the Company shall 
mean shares of Common Stock, par value $1.00 per share, of the Company.  
"Common Shares" when used with reference to any Person other than the Company 
shall mean the capital stock (or, in the case of any unincorporated entity, 
the equivalent equity interest) with the greatest voting power of such Person 
or, if such Person is a Subsidiary of another Person, the Person or Persons 
which ultimately control such first-mentioned Person.
      (g)      "Disinterested Director" shall mean any member of the Board of 
Directors of the Company, while such Person is a member of the Board, who is 
not (i) an Acquiring Person, or an Affiliate or Associate of an Acquiring 
Person, or a representative of an Acquiring Person or of any such Affiliate or 
Associate, or (ii) a Person or an Affiliate, Associate, or representative of a 
Person, any of whom has stated an intent to take, or to consider taking, any 
action which would result in such Person becoming an Acquiring Person, or 
which would cause a Triggering Event.
      (h)      "Distribution Date" shall have the meaning set forth in Section 
3 hereof.
      (i)      "Effective Date" shall mean the date that is the earliest of 
the Redemption Date and the Final Expiration Date under, and as such terms are 
defined in, the Rights Agreement dated as of December 17, 1986, as amended, 
between the Company and ChaseMellon Shareholder Services, L.L.C.
      (j)      "Final Expiration Date" shall have the meaning set forth in 
Section 7 hereof.
      (k)      "Person" shall mean any individual, firm, corporation, 
partnership, limited liability company, association, trust, unincorporated 
organization or other entity, and shall include any successor (by merger or 
otherwise) of such entity.
      (l)      "Redemption Date" shall have the meaning set forth in Section 7 
hereof.
      (m)      "Securities Act" shall mean the Securities Act of 1933, as 
amended.
      (n)      "Share Acquisition Date" shall mean the first date of public 
announcement (which, for purposes of this definition, shall include, without 
limitation, a report filed pursuant to Section 13(d) under the Exchange Act) 
by the Company or an Acquiring Person that an Acquiring Person has become 
such.
      (o)      "Subsidiary" of any Person shall mean any corporation or other 
entity of which a majority of the voting power of the voting equity securities 
or equity interests is owned, directly or indirectly, by such Person.
      (p)      "Triggering Event" shall mean any action which would cause the 
occurrence of any event described in Section 11(a)(ii) or Section 13 hereof.

      Section 2.  Appointment of Rights Agent.  The Company hereby appoints 
the Rights Agent to act as agent for the Company in accordance with the terms 
and conditions hereof, and the Rights Agent hereby accepts such appointment.  
The Company may from time to time appoint such Co-Rights Agents as it may deem 
necessary or desirable (the term "Rights Agent" being used herein to refer, 
collectively, to the Rights Agent together with any such Co-Rights Agents).  
In the event the Company appoints one or more Co-Rights Agents, the respective 
duties of the Rights Agent and any Co-Rights Agents shall be as the Company 
shall determine.




      Section 3.  Issue of Right Certificates.  (a)      Until the earlier of 
(i) the tenth Business Day after the Shares Acquisition Date or (ii) the tenth 
business day (or such later date as may be determined by action of the Board 
of Directors prior to such time as any Person becomes an Acquiring Person) 
after the date of the commencement of, or first public announcement of the 
intention of any Person to commence, a tender or exchange offer the 
consummation of which would result in beneficial ownership by a Person, 
together with its Affiliates and Associates, (other than the Company, any 
Subsidiary of the Company or any employee benefit plan of the Company or of 
any Subsidiary of the Company or any Person holding Common Shares for or 
pursuant to the terms of any such plan) of 20% or more of the Common Shares 
then outstanding (including any such date that is after the date of this 
Agreement and prior to the issuance of the Rights; the earlier of the dates in 
subsections (i) and (ii) hereof being herein referred to as the "Distribution 
Date"), (x) the Rights will be evidenced (subject to the provisions of 
paragraph (b) of this Section 3) by the certificates for Common Shares 
registered in the names of the holders of the Common Shares (which 
certificates for the Common Shares shall also be deemed to be Right 
Certificates) and not by separate Right Certificates, and (y) the right to 
receive Right Certificates will be transferable only in connection with the 
transfer of Common Shares.  As soon as practicable after the Distribution 
Date, the Rights Agent will send, by first-class, insured, postage prepaid 
mail, to each record holder of Common Shares as of the close of business on 
the Distribution Date, at the address of such holder shown on the records of 
the Company, a Right Certificate, in substantially the form of Exhibit A 
hereto, evidencing one Right for each Common Share so held.  As of the 
Distribution Date, the Rights will be evidenced solely by the Right 
Certificates.
      (b)      On the Effective Date or as soon as practicable thereafter, the 
Company will send a copy of a Summary of Rights to Purchase Common Shares, in 
substantially the form attached hereto as Exhibit B (the "Summary of Rights"), 
by first-class, postage prepaid mail, to each record holder of Common Shares 
as of the Close of Business on the Effective Date, at the address of the 
record holder shown on the records of the Company.  With respect to 
certificates for Common Shares outstanding as of the Effective Date, until the 
Distribution Date, the Rights will be evidenced by the certificates for Common 
Shares registered in the names of the holders thereof (together with a copy of 
the Summary of Rights).  Until the Distribution Date (or the earlier of the 
Redemption Date or Final Expiration Date), the surrender for transfer of any 
certificate for Common Shares outstanding on the Effective Date, with or 
without a copy of the Summary of Rights attached thereto, shall also 
constitute the transfer of the Rights associated with the Common Shares 
represented thereby.
      (c)      Certificates for Common Shares issued after the Effective Date 
but prior to the earliest of the Distribution Date, the Redemption Date and 
the Final Expiration Date shall have impressed on, printed on, written on or 
otherwise affixed to them the following legend:

This certificate also evidences and entitles the holder hereof to certain 
rights as set forth in a Rights Agreement between The Ryland Group, Inc. and 
ChaseMellon Shareholder Services, L.L.C., dated as of October __, 1996, as 
amended from time to time (the "Rights Agreement"), the terms of which are 
hereby incorporated herein by reference and a copy of which is on file at the




principal executive offices of The Ryland Group, Inc..  Under certain 
circumstances, as set forth in the Rights Agreement, the Rights will be 
evidenced by separate certificates and will no longer be evidenced by this 
certificate. The Ryland Group, Inc. will mail to the holder of this 
certificate a copy of the Rights Agreement, as in effect on the date of 
mailing, without charge promptly after receipt of a written request therefor.  
Rights owned by or transferred to any person who becomes an Acquiring Person 
or their Affiliates or Associates (as such terms are defined in the Rights 
Agreement) and certain transferees thereof will become null and void and will 
no longer be transferable.

With respect to the certificates containing the foregoing legend, until the 
Distribution Date, the Rights associated with the Common Shares represented by 
such certificates shall be evidenced by such certificates alone, and the 
surrender for transfer of any such certificate shall also constitute the 
transfer of the Rights associated with the Common Shares represented by such 
certificate.  In the event that the Company purchases or otherwise acquires 
any Common Shares after the Effective Date but prior to the Distribution Date, 
any Rights associated with such Common Shares shall be deemed canceled and 
retired so that the Company shall not be entitled to exercise any Rights 
associated with the Common Shares which are no longer outstanding.  
Notwithstanding this paragraph (c), the omission of a legend shall not affect 
the enforceability of any part of this Agreement or the rights of any holder 
of the Rights.

      Section 4.  Form of Right Certificates.  The Right Certificates (and the 
forms of election to purchase Common Shares and of assignment to be printed on 
the reverse thereof) shall be substantially the same as Exhibit A hereto and 
may have such marks of identification or designation and legends, summaries or 
endorsements printed thereon as the Company may deem appropriate and as are 
not inconsistent with the provisions of this Agreement, or as may be required 
to comply with any applicable law or with any rule or regulation made pursuant 
thereto or with any rule or regulation of any stock exchange or automated 
quotation system on which the Rights may from time to time be listed, or to 
conform to usage.  Subject to the provisions of Sections 11 and 22 hereof, the 
Right Certificates, shall entitle the holders thereof to purchase the number 
of Common Shares as shall be set forth therein at the price per share set 
forth therein (the "Purchase Price"), but the number of the Common Shares and 
the Purchase Price shall be subject to adjustment as provided herein.

      Section 5.  Countersignature and Registration.  The Right Certificates 
shall be executed on behalf of the Company by its Chairman of the Board, its 
President or any Vice President, either manually or by facsimile signature, 
and shall have affixed thereto the Company's seal or a facsimile thereof which 
shall be attested by the Secretary or an Assistant Secretary of the Company, 
either manually or by facsimile signature.  Each Right Certificate shall be 
manually countersigned by an authorized signatory of the Rights Agent, but it 
shall not be necessary for the same signatory to countersign all of the Right 
Certificates issued hereunder.  No Right Certificate shall be valid for any 
purpose unless so countersigned.  In case any officer of the Company who shall 
have signed any Right Certificate shall cease to be an officer of the Company 
before countersignature by the Rights Agent and issuance and delivery of the 
certificate by the Company, such Right Certificate, nevertheless, may be




countersigned by the Rights Agent and issued and delivered by the Company with 
the same force and effect as though the person who signed such Right 
Certificate had not ceased to be an officer of the Company.  Any Right 
Certificate may be signed on behalf of the Company by any person who, on the 
date of the execution of the Right Certificate, shall be a proper officer of 
the Company to sign the Right Certificate, although at the date of the 
execution of this Rights Agreement that person was not an officer.
      Following the Distribution Date, the Rights Agent will keep or cause to 
be kept, at its principal office, books for registration and transfer of the 
Right Certificates issued hereunder.  Such books shall show the names and 
addresses of the respective holders of the Right Certificates, the number of 
Rights evidenced on its face by each of the Right Certificates and the date 
and certificate number of each of the Right Certificates.

      Section 6.  Transfer, Split Up, Combination and Exchange of Right 
Certificates; Mutilated, Destroyed, Lost or Stolen Right Certificates.  
Subject to the provisions of Section 14 hereof, at any time after the Close of 
Business on the Distribution Date, and at or prior to the Close of Business on 
the earlier of the Redemption Date or the Final Expiration Date, any Right 
Certificate or Certificates (other than Right Certificates representing Rights 
that have become void pursuant to Section 11(a)(ii) hereof or that have been 
exchanged pursuant to Section 27 hereof) may be transferred, split up, 
combined or exchanged for another Right Certificate or Certificates, entitling 
the registered holder to purchase a like number of Common Shares as the Right 
Certificate or Certificates surrendered then entitled such holder to purchase.  
Any registered holder desiring to transfer, split up, combine or exchange any 
Right Certificate or Certificates shall make a request in writing delivered to 
the Rights Agent, and shall surrender the Right Certificate or Certificates to 
be transferred, split up, combined or exchanged at the principal office of the 
Rights Agent designated for such purpose.  Neither the Rights Agent nor the 
Company shall be obligated to take any action whatsoever with respect to the 
transfer of any surrendered Right Certificate until the registered holder 
shall have completed and signed the certificate contained in the form of 
assignment on the reverse side of the Right Certificate and shall have 
provided additional evidence of the identity of the Beneficial Owner (or 
former Beneficial Owner) or Affiliates or Associates thereof as the Company 
shall reasonably request.  Thereupon the Rights Agent shall countersign and 
deliver to the person entitled thereto a Right Certificate or Right 
Certificates, as the case may be, as so requested.  The Company may require 
payment from the holders of Right Certificates of a sum sufficient to cover 
any tax or governmental charge that may be imposed in connection with any 
transfer, split up, combination or exchange of Right Certificates.
      Upon receipt by the Company and the Rights Agent of evidence reasonably 
satisfactory to them of the loss, theft, destruction or mutilation of a Right 
Certificate, and, in case of loss, theft or destruction, of indemnity or 
security reasonably satisfactory to them and, at the request of the Company, 
reimbursement to the Company and the Rights Agent of all reasonable expenses 
incidental thereto, and upon surrender to the Rights Agent and cancellation of 
a Right Certificate if  mutilated, the Company will execute and deliver a new 
Right Certificate of like tenor to the Rights Agent for countersignature and 
delivery to the registered owner in lieu of the Right Certificate so lost, 
stolen, destroyed or mutilated.




      Notwithstanding any other provision hereof, the Company and the Rights 
Agent may amend this Rights Agreement to provide for uncertificated Rights in 
addition to or in place of Rights evidenced by Right Certificates.

      Section 7.  
Exercise of Rights; Purchase Price; Expiration Date of Rights; Nullification 
of Rights.  (a)      Subject to Section 11(a)(ii) hereof, the registered 
holder of any Right Certificate may exercise the Rights evidenced thereby 
(except as otherwise provided herein) in whole or in part at any time after 
the Distribution Date upon surrender of the Right Certificate, with the form 
of election to purchase on the reverse side thereof duly executed (with 
signatures duly guaranteed), to the Rights Agent at the principal office of 
the Rights Agent in Baltimore, Maryland, designated for such purpose, together 
with payment of the Purchase Price for each Common Share as to which the 
Rights are exercised, at or prior to the earliest of (i) the Close of Business 
on the tenth (10th) anniversary of the Effective Date (the "Final Expiration 
Date"), (ii) the time at which the Rights are redeemed as provided in Section 
23 hereof (the "Redemption Date"), or (iii) the time at which such Rights are 
exchanged as provided in Section 27 hereof.
      (b)      The Purchase Price for each Common Share pursuant to the 
exercise of a Right shall initially be $70.  The Purchase Price and the number 
of Common Shares to be acquired upon exercise of a Right shall be subject to 
adjustment from time to time as provided in Sections 11 and 13 hereof.  The 
Purchase Price shall be payable in lawful money of the United States of 
America in accordance with paragraph (c) below.
      (c)      Upon receipt of a Right Certificate representing exercisable 
Rights, with the form of election to purchase set forth on the reverse thereof 
duly executed, accompanied by payment of the Purchase Price for the Common 
Shares to be purchased and an amount equal to any applicable transfer tax 
required to be paid by the holder of such Right Certificate in accordance with 
Section 9 hereof in cash, or by certified check or bank draft payable to the 
order of the Company and, if requested by the Company or the Rights Agent 
after the occurrence of any of the events described in subparagraphs (A), (B), 
or (C) of Section 11(a)(ii) hereof (which request may be made before or after 
notice of exercise of the Rights shall have been given), a representation and 
warranty, in a form that the Company or the Rights Agent may reasonably 
request, by the holder of Rights to be exercised that the holder is not an 
Acquiring Person or an Affiliate or Associate of an Acquiring Person and that 
the Rights were not acquired, directly or indirectly, from an Acquiring 
Person, the Rights Agent shall thereupon promptly (i) requisition from any 
transfer agent of the Common Shares one or more certificates representing the 
number of Common Shares to be purchased and the Company hereby irrevocably 
authorizes its transfer agent to comply with all such requests, (ii) when 
appropriate, requisition from the Company the amount of cash to be paid in 
lieu of issuance of fractional interests in shares in accordance with Section 
14 hereof, (iii) promptly after receipt of such certificates, cause the same 
to be delivered to or upon the order of the registered holder of such Right 
Certificate, registered in such name or names as may be designated by the 
holder and (iv) when appropriate, after receipt thereof, promptly deliver such 
cash, if any, to or upon the order of the registered holder of the Right 
Certificate.
      (d)      In case the registered holder of any Right Certificate shall 
exercise less than all the Rights evidenced thereby, a new Right Certificate




evidencing Rights equivalent to the Rights remaining unexercised shall be 
issued by the Rights Agent and delivered to the registered holder of such 
Right Certificate or to his duly authorized assigns, subject to the provisions 
of Section 14 hereof.
      (e)      In the event that the Company is obligated to issue other 
securities (including Common Shares) of the Company, pay cash and/or 
distribute other property pursuant to Section 11(a) hereof, the Company will 
make all arrangements necessary so that such other securities, cash and/or 
other property are available for distribution by the Rights Agent, if and when 
appropriate.
      (f)      Notwithstanding anything in this Agreement to the contrary, 
neither the Rights Agent nor the Company shall be obligated to undertake any 
action with respect to a registered holder upon the occurrence of any 
purported exercise as set forth in this Section 7 or the transfer of any 
surrendered Right Certificates under Section 6, unless and until such 
registered holder shall have (i) completed and signed (A) in the case of a 
Section 7 exercise, a form of election or (B) in the case of a Section 6 
transfer, a form of assignment, as set forth on the reverse side of the Right 
Certificate, and (ii) provided such additional evidence of the identity of the 
Beneficial Owner (or former Beneficial Owner) or Affiliates or Associates 
thereof as the Company shall reasonably request.
      (g)      Notwithstanding anything in this Agreement to the contrary, 
from and after the first occurrence of an event described in Section 
11(a)(ii), any Rights beneficially owned by (i) an Acquiring Person or an 
Associate or Affiliate of an Acquiring Person, (ii) a transferee of an 
Acquiring Person (or of any such Associate or Affiliate) who becomes a 
transferee after the Acquiring Person becomes such, or (iii) a transferee of 
an Acquiring Person (or of any such Associate or Affiliate) who becomes a 
transferee prior to or concurrently with the Acquiring Person becoming such 
and receives such Rights pursuant to either (A) a transfer (whether or not for 
consideration) from the Acquiring Person to holders of equity interests in 
such Acquiring Person or to any Person with whom the Acquiring Person has any 
continuing agreement, arrangement or understanding regarding the transferred 
Rights or (B) a transfer which the Board of Directors of the Company has 
determined is part of a plan, arrangement or understanding which has as a 
primary purpose or effect the avoidance of this Section 7(g), shall become 
null and void without any further action and no holder of such Rights shall 
have any rights whatsoever with respect to such Rights, whether under any 
provision of this Agreement or otherwise.  The Company shall use all 
reasonable efforts to insure that the provisions of this Section 7(g) are 
complied with, but shall have no liability to any holder of Right Certificates 
or other Person as a result of its failure to make any determinations with 
respect to an Acquiring Person or its Affiliates, Associates or transferees 
hereunder.  No Right Certificate shall be issued pursuant to Section 3 that 
represents Rights beneficially owned by an Acquiring Person whose Rights would 
be void pursuant to the preceding sentence or any Associate or Affiliate 
thereof; no Right Certificate shall be issued at any time upon the transfer of 
any Rights to an Acquiring Person whose rights would be void pursuant to the 
preceding sentence or any Associate or Affiliate thereof or to any nominee of 
such Acquiring Person, Associate or Affiliate; and any Right Certificate 
delivered to the Rights Agent for transfer to an Acquiring Person (or any 
Associate, Affiliate or nominee thereof) whose Rights would be void pursuant 
to the preceding sentence shall be canceled.




      Section 8.  Cancellation and Destruction of Right Certificates.  All 
Right Certificates surrendered for the purpose of exercise, transfer, split 
up, combination or exchange shall, if surrendered to the Company or to any of 
its agents, be delivered to the Rights Agent for cancellation or in canceled 
form, or, if surrendered to the Rights Agent, shall be canceled by it, and no 
Right Certificates shall be issued in lieu thereof except as expressly 
permitted by any of the provisions of this Rights Agreement.  The Company 
shall deliver to the Rights Agent for cancellation and retirement, and the 
Rights Agent shall so cancel and retire, any other Right Certificate purchased 
or acquired by the Company otherwise than upon the exercise thereof.  The 
Rights Agent shall deliver all canceled Right Certificates to the Company, or 
shall, at the written request of the Company, destroy such canceled Right 
Certificates, and in such case shall deliver a certificate of destruction 
thereof to the Company.

      Section 9.  Reservation and Availability of Common Shares.  (a)      The 
Company covenants and agrees that it will cause to be reserved and kept 
available out of its authorized and unissued Common Shares or any authorized 
and issued Common Shares held in its treasury, the number of Common Shares 
that will be sufficient to permit the exercise in full of all outstanding 
Rights.
      (b)      So long as the Common Shares issuable upon the exercise of 
Rights may be listed on any national securities exchange or automated 
quotation system, the Company shall use its best efforts to cause, from and 
after such time as the Rights become exercisable, all shares reserved for such 
issuance to be listed on such exchange or automated quotation system upon 
official notice of issuance upon such exercise.
      (c)      If necessary to permit the issuance of Common Shares pursuant 
to the Rights, the Company shall use its best efforts from and after such time 
as the Rights become exercisable to register such Common Shares under the 
Securities Act, and any applicable state securities laws, cause such 
registration statement to become effective as soon as possible after such 
filing and keep such registration effective until the earlier of the 
expiration date of the Rights or the date as of which the Rights are no longer 
exercisable.  The Company may temporarily suspend, for a period of time not to 
exceed 90 days, the exercisability of the Rights in order to prepare and file 
a registration statement under the Securities Act and permit it to become 
effective.  Upon any such suspension, the Company shall issue a public 
announcement stating that the exercisability of the Rights has been 
temporarily suspended, as well as a public announcement at such time as the 
suspension is no longer in effect.  Notwithstanding any provision of this 
Agreement to the contrary, the Rights shall not be exercisable in any 
jurisdiction unless the requisite qualification in such jurisdiction shall 
have been obtained and until a registration statement under the Securities Act 
(if required) shall have been declared effective.
      (d)      The Company covenants and agrees that it will take all such 
action as may be necessary to ensure that all Common Shares delivered upon 
exercise of Rights shall, at the time of delivery of the certificates for such 
Common Shares (subject to payment of the Purchase Price), be duly and validly 
authorized and issued and fully paid and nonassessable shares.
      (e)      The Company further covenants and agrees that it will pay when 
due and payable any and all federal and state transfer taxes and charges that 
may be payable in respect of the issuance or delivery of the Right




Certificates or of any Common Shares upon the exercise of Rights.  The Company 
shall not, however, be required to pay any transfer tax that may be payable in 
respect of any transfer or delivery of Right Certificates to a person other 
than, or the issuance or delivery of certificates for the Common Shares in a 
name other than that of, the registered holder of the Right Certificate 
evidencing Rights surrendered for exercise or to issue or deliver any 
certificates for Common Shares upon the exercise of any Rights until any such 
tax shall have been paid (any such tax being payable by the holder of such 
Right Certificate at the time of surrender) or until it has been established 
to the Company's satisfaction that no such tax is due.

      Section 10.  Common Shares Record Date.  Each person in whose name any 
certificate for Common Shares is issued upon the exercise of Rights shall for 
all purposes be deemed to have become the holder of record of the Common 
Shares represented thereby on, and such certificate shall be dated, the date 
upon which the Right Certificate evidencing such Rights was duly surrendered 
and payment of the Purchase Price (and any applicable transfer taxes) was 
made; provided, however, that if the date of such surrender and payment is a 
date upon which the Common Shares transfer books of the Company are closed, 
such person shall be deemed to have become the record holder of such shares 
on, and the certificate shall be dated, the next succeeding Business Day on 
which the Common Shares transfer books of the Company are open.  Prior to the 
exercise of the Rights evidenced thereby, the holder of a Right Certificate 
shall not be entitled to any rights of a holder of Common Shares for which the 
Rights shall be exercisable, including, without limitation, the right to vote, 
to receive dividends or other distributions or to exercise any preemptive 
rights, and shall not be entitled to receive any notice of any proceedings of 
the Company, except as provided herein.

      Section 11.  Adjustment of Purchase Price, Number of 
Shares or Number of Rights.  The Purchase Price, the number of Common Shares 
covered by each Right and the number of Rights outstanding are subject to 
adjustment from time to time as provided in this Section 11.
   (a)      (i)      In the event the Company shall at any time after the date 
of this Agreement (A) declare a dividend on the Common Shares payable in 
Common Shares, (B) subdivide or split the outstanding Common Shares into a 
greater number of Common Shares, (C) combine the outstanding Common Shares 
into a smaller number of Common Shares or (D) issue any shares of its capital 
stock in a reclassification of the Common Shares (including any 
reclassification in connection with a consolidation, merger or statutory share 
exchange in which the Company is the continuing or surviving corporation), 
except as otherwise provided in this Section 11(a), the Purchase Price in 
effect at the time of the record date for such dividend or of the effective 
date of such subdivision, split, combination or reclassification, and the 
number and kind of Common Shares issuable on such date, shall be 
proportionately adjusted so that the holder of any Right exercised after such 
time shall be entitled to receive the aggregate number and kind of Common 
Shares which, if such Right had been exercised immediately prior to such date 
and at a time when the Common Shares transfer books of the Company were open, 
the holder would have owned upon such exercise and been entitled to receive by 
virtue of such dividend, subdivision, split, combination or reclassification; 
provided, however, that in no event shall the consideration to be paid upon 
the exercise of one Right be less than the aggregate par value of the shares




of capital stock of the Company issuable upon exercise of one Right.  If an 
event occurs which would require an adjustment under both this Section 
11(a)(i) and Section 11(a)(ii) hereof, the adjustment provided for in this 
Section 11(a)(i) shall be in addition to, and shall be made prior to, any 
adjustment required pursuant to Section 11(a)(ii) hereof.
     (ii)      In the event that:
           (A)      any Acquiring Person or any Associate or Affiliate of any 
Acquiring Person, at any time after the date of this Agreement, directly or 
indirectly, (1) shall consolidate with or merge with and into the Company or 
any of its Subsidiaries or otherwise combine with the Company or any of its 
Subsidiaries and the Company or such Subsidiary shall be the continuing or 
surviving corporation of such consolidation, merger or combination and the 
Common Shares of the Company shall remain outstanding and no shares thereof 
shall be changed into or exchanged for stock or other securities of any other 
Person or the Company or cash or any other property, (2) shall, in one or more 
transactions, other than in connection with the exchange or conversion of 
securities exchangeable for or convertible into securities of the Company or 
any of its Subsidiaries, transfer any assets or property to the Company or any 
of its Subsidiaries in exchange (in whole or in part) for shares of any class 
of capital stock of the Company or any of its Subsidiaries or for securities 
exchangeable for or convertible into shares of any class of capital stock of 
the Company or any of its Subsidiaries or otherwise obtain from the Company or 
any of its Subsidiaries, with or without consideration, any additional shares 
of any class of capital stock of the Company or any of its Subsidiaries or any 
securities exchangeable for or convertible into shares of any class of capital 
stock of the Company or any of its Subsidiaries (other than as part of a pro 
rata offer or distribution by the Company or any of its Subsidiaries to all 
holders of any class of capital stock), (3) shall sell, purchase, lease, 
exchange, mortgage, pledge, transfer or otherwise dispose (in one or more 
transactions), to, from, with or of, as the case may be, the Company or any of 
its Subsidiaries, assets, including securities, on terms and conditions less 
favorable to the Company or any of its Subsidiaries than the Company or any of 
its Subsidiaries would be able to obtain in arm's-length negotiation with an 
unaffiliated third party, (4) shall receive any compensation from the Company 
or any of the Subsidiaries other than compensation for full-time employment as 
a regular employee at rates in accordance with the Company's or any of its 
Subsidiaries' past practices, or (5) shall receive the benefit, directly or 
indirectly (except proportionately as a stockholder), of any loans, advances, 
guarantees, pledges or other financial assistance or any tax credits or other 
tax advantage provided by the Company or any of its Subsidiaries; or
        (B)      any Person (other than the Company, any wholly-owned 
Subsidiary of the Company, any employee benefit plan of the Company or of any 
Subsidiary, or any Person holding Common Shares for or pursuant to the terms 
of any such plan), alone or together with its Affiliates and Associates, 
shall, at any time, become the Beneficial Owner of 20% or more of the Common 
Shares then outstanding, unless the event causing the 20% threshold to be 
crossed is a transaction set forth in Section 13 hereof, or is an acquisition 
of Common Shares pursuant to a tender offer or an exchange offer for all 
outstanding Common Shares at a price and on terms determined by at least a 
majority of the members of the Board of Directors who are not officers of the 
Company and who are not representatives, nominees, Affiliates or Associates of 
an Acquiring Person, after receiving advice from one or more investment 
banking firms, to be (a) at a price which is fair to stockholders (taking into




account all factors which such members of the Board deem relevant including, 
without limitation, prices which could reasonably be achieved if the Company 
or its assets were sold on an orderly basis designed to realize maximum value) 
and (b) otherwise in the best interests of the Company and its stockholders; 
or
        (C)      during such time as there is an Acquiring Person, there shall 
be any reclassification of securities (including any reverse stock split), or 
recapitalization of the Company, or any merger, statutory share exchange or 
consolidation of the Company with any of its Subsidiaries or any other 
transaction or series of transactions involving the Company or any Subsidiary 
of the Company (whether or not with or into or otherwise involving an 
Acquiring Person) which has the effect, directly or indirectly, of increasing 
by more than 1% the proportionate share of the outstanding shares of any class 
of equity securities of the Company or any of its Subsidiaries or of 
securities exercisable for or convertible into equity securities of the 
Company or any of its Subsidiaries that is directly or indirectly owned by any 
Acquiring Person or any Associate or Affiliate of any Acquiring Person;
      then, on the first occurrence of any event referred to in the foregoing 
subparagraphs (A), (B) or (C) of this Section 11(a)(ii), proper provision 
shall be made so that each holder of a Right, except as provided below, shall 
thereafter have a right to receive, upon exercise thereof at the then current 
Purchase Price in accordance with the terms of this Agreement, such number of 
Common Shares of the Company as shall equal the result obtained by (x) 
multiplying the then current Purchase Price by the number of Common Shares for 
which a Right is then exercisable and dividing that product by (y) 50% of the 
current per share market price of the Common Shares of the Company (determined 
pursuant to Section 11(d)) on the date of the occurrence of any one of the 
events listed above in this subparagraph (ii); provided, however, that if the 
transaction that would otherwise give rise to the foregoing adjustment is also 
subject to the provisions of Section 13 hereof, then only the provisions of 
Section 13 hereof shall apply and no adjustment shall be made pursuant to this 
Section 11(a)(ii).  Notwithstanding the foregoing, upon the occurrence of any 
of the events listed above in this subparagraph (ii), any Rights that are or 
were beneficially owned on or after the earlier of the Distribution Date or 
the Shares Acquisition Date by an Acquiring Person (or any Associate or 
Affiliate of such Acquiring Person) shall become null and void in accordance 
with the provisions of Section 7(g) of this Agreement and any holder of such 
Rights shall thereafter have no right to exercise such Rights under any 
provision of this Agreement.  
    (iii)      The Company covenants and agrees not to enter into any 
transaction of the kind listed in this Section 11(a) if at the time of such 
transaction (x) there are any rights, warrants, instruments or securities 
outstanding or any agreements or arrangements which, as a result of the 
consummation of such transaction, would substantially diminish or otherwise 
eliminate the benefits intended to be afforded by the Rights, or (y) it has 
insufficient authorized and unissued Common Shares to provide for the 
adjustment required pursuant to the foregoing subparagraph (ii).
    (iv)      Any Right Certificate issued pursuant to Section 3 or Section 22 
hereof that represents Rights beneficially owned by an Acquiring Person or any 
Associate or Affiliate thereof and any Right Certificate issued at any time 
upon the transfer of any Rights to an Acquiring Person or any Associate or 
Affiliate thereof or to any nominee of such Acquiring Person, Associate or 
Affiliate, and any Right Certificate issued pursuant to Section 6 hereof or




this Section 11 upon transfer, exchange, replacement or adjustment of any 
other Right Certificate referred to in this sentence, shall contain the 
following legend:

The Rights represented by this Right Certificate are or were beneficially 
owned by a Person who was or became an Acquiring Person or an Affiliate or an 
Associate of an Acquiring Person (as such terms are defined in the Rights 
Agreement).  This Right Certificate and the Rights represented hereby may 
become null and void in the circumstances specified in Section 11(a)(ii) of 
the Rights Agreement.

    (v)      In the event that, despite the covenant in the foregoing 
subparagraph (iii), an event specified in this Section 11(a)(ii) occurs and 
there shall not be sufficient treasury shares or authorized but unissued 
Common Shares to permit the exercise in full of the Rights in accordance with 
this Section 11(a)(ii), the Company covenants to us its best efforts to carry 
out all such action as may be necessary to authorize additional Common Shares 
for issuance upon exercise of the Rights; provided, however, if the Company is 
unable to cause the authorization of additional Common Shares sufficient for 
issuance upon exercise of the Rights within forty-five (45) days from the date 
the adjustment was required, the Company shall:  (A) determine the excess of 
(1) the value of the Common Shares (the "Exercise Shares") issuable upon the 
exercise of a Right (the "Current Value") over (2) the then current Purchase 
Price (such excess, the "Spread"), and (B) with respect to each Right, make 
adequate provision to substitute for the Exercise Shares, upon payment of the 
applicable Purchase Price, (1) cash, (2) a reduction in the Purchase Price, 
(3) Common Shares or other equity securities of the Company (including, 
without limitation, shares, or units of shares, of preferred stock which the 
Board of Directors of the Company has deemed to have the same value as Common 
Shares of the Company (such shares of preferred stock being "common share 
equivalents")), (4) debt securities of the Company, (5) other assets, or (6) 
any combination of the foregoing, having an aggregate value equal to the 
Current Value, where such aggregate value has been determined by the Board of 
Directors of the Company based upon the advice of a nationally recognized 
investment banking firm selected by the Board of Directors of the Company; 
provided, however, if the Company shall not have made adequate provision to 
deliver value pursuant to clause (B) above within ninety (90) days following 
the first occurrence of a Section 11(a)(ii) event, then the Company shall be 
obligated to deliver, upon the surrender for exercise of a Right and without 
requiring payment of the Purchase Price, Common Shares (to the extent 
available) and then, if necessary, cash, securities and/or assets which in the 
aggregate are equal to the Spread.  To the extent that the Company determines 
that some action need be taken pursuant to this subparagraph (v), the Company 
(x) shall provide, subject to the last sentence of subparagraph (ii) of this 
Section 11(a), that such action shall apply uniformly to all outstanding 
Rights, and (y) may suspend the exercisability of the Rights for such time as 
may be reasonably necessary in order to seek any authorization of additional 
shares and/or to decide the appropriate form of distribution to be made 
pursuant hereto and to determine the value thereof.
      (b)      In case the Company shall fix a record date for the issuance of 
rights, options or warrants to all holders of Common Shares entitling them 
(for a period expiring within 45 calendar days after such record date) to 
subscribe for or purchase Common Shares or securities convertible into Common




Shares at a price per Common Share (or having a conversion price per Common 
Share, if a security convertible into Common Shares) less than the current per 
share market price of the Common Shares (as defined in Section 11(d)) on such 
record date, the Purchase Price to be in effect after such record date shall 
be determined by multiplying the Purchase Price in effect immediately prior to 
such record date by a fraction, the numerator of which shall be the number of 
Common Shares outstanding on such record date plus the number of Common Shares 
which the aggregate offering price of the total number of Common Shares so to 
be offered (and/or the aggregate initial conversion price of the convertible 
securities so to be offered) would purchase at such current market price and 
the denominator of which shall be the number of Common Shares outstanding on 
such record date plus the number of additional Common Shares to be offered for 
subscription or purchase (or into which the convertible securities so to be 
offered are initially convertible).  In case such subscription price may be 
paid in a consideration part or all of which may be in a form other than cash, 
the value of such consideration shall be as determined in good faith by the 
Board of Directors of the Company, whose determination shall be described in a 
statement filed with the Rights Agent and shall be binding on the Rights Agent 
and the holders of the Rights.  Common Shares owned by or held for the account 
of the Company shall not be deemed outstanding for the purpose of any such 
computation.  Such adjustment shall be made successively whenever such a 
record date is fixed; and in the event that such rights or warrants are not so 
issued, the Purchase Price shall be adjusted to be the Purchase Price which 
would then be in effect if such record date had not been fixed.
      (c)      In case the Company shall fix a record date for the making of a 
distribution to all holders of the Common Shares (including any such 
distribution made in connection with a consolidation or merger in which the 
Company is the continuing or surviving corporation) of evidences of 
indebtedness or assets (other than a regular quarterly cash dividend or a 
dividend payable in Common Shares) or subscription rights or warrants 
(excluding those referred to in Section 11(b)), the Purchase Price to be in 
effect after such record date shall be determined by multiplying the Purchase 
Price in effect immediately prior to such record date by a fraction, the 
numerator of which shall be the current per share market price of the Common 
Shares (as defined in Section 11(d)) on such record date, less the fair market 
value (as determined in good faith by the Board of Directors of the Company, 
whose determination shall be described in a statement filed with the Rights 
Agent) of the portion of the assets or evidences of indebtedness to be 
distributed or of the subscription rights or warrants applicable to one Common 
Share and the denominator of which shall be the current per share market price 
of the Common Shares; provided, however, that in no event shall the 
consideration to be paid upon the exercise of one Right be less than the 
aggregate par value of the shares of capital stock of the Company to be issued 
upon exercise of one Right.  Such adjustments shall be made successively 
whenever such a record date is fixed; and in the event that such distribution 
is not made, the Purchase Price shall again be adjusted to be the Purchase 
Price that would be in effect if such record date had not been fixed.
      (d)      For the purpose of any computation hereunder, the "current per 
share market price" of any security (a "Security" for the purposes of this 
Section 11(d)(i)) on any date shall be deemed to be the average of the daily 
closing prices per share of such Security for the 30 consecutive Trading Days 
(as such term is hereinafter defined) immediately prior to such date; 
provided, however, that in the event that the current per share market price




of such Security is determined during a period following the announcement by 
the issuer of the Security of (1) a dividend or distribution on such Security 
payable in shares of such Security or securities convertible into such shares, 
or (2) any subdivision, combination or reclassification of such Security, and 
prior to the expiration of 30 consecutive Trading Days after the ex-dividend 
date for such dividend or distribution, or the record date for such 
subdivision, combination or reclassification, then, and in each such case, the 
"current per share market price" shall be appropriately adjusted to reflect 
the current market price per share equivalent of such Security.  The closing 
price for each day shall be the last sale price, regular way, or, in case no 
such sale takes place on such day, the average of the closing bid and asked 
prices, regular way, in either case as reported in the principal consolidated 
transaction reporting system with respect to securities listed or admitted to 
trading on the New York Stock Exchange or, if the Security is not listed or 
admitted to trading on the New York Stock Exchange, as reported in the 
principal consolidated transaction reporting system with respect to securities 
listed on the principal national securities exchange on which the Security is 
listed or admitted to trading or, if the Security is not listed or admitted to 
trading on any national securities exchange, the last quoted sale price or, if 
not so quoted, the average of the closing bid and asked prices in the over-
the-counter market, as reported by the National Association of Securities 
Dealers, Inc. Automated Quotations System ("NASDAQ") or any other system then 
in use, or, if on any such date the Security is not quoted by any such 
organization, the average of the closing bid and asked prices as furnished by 
a professional market maker making a market in the Security selected by the 
Board of Directors of the Company.  If on any such date no market maker is 
making a market in a Security, the closing price of such Security shall be 
deemed to be the fair value of such Security as determined in good faith by 
the Board of Directors of the Company.  The term "Trading Day" shall mean a 
day on which the principal national securities exchange on which the Security 
is listed or admitted to trading is open for the transaction of business or, 
if the Security is not listed or admitted to trading on any national 
securities exchange, a Business Day.
      (e)      No adjustment in the Purchase Price shall be required unless 
such adjustment would require an increase or decrease of at least l% in the 
Purchase Price; provided, however, that any adjustments which by reason of 
this Section 11(e) are not required to be made shall be carried forward and 
taken into account in any subsequent adjustment.  All calculations under this 
Section 11 shall be made to the nearest cent or to the nearest ten-thousandth 
of a Common Share.  Notwithstanding the first sentence of this Section 11(e), 
any adjustment required by this Section 11 shall be made no later than the 
earlier of (i) three years from the date of the transaction that requires such 
adjustment or (ii) the date of the expiration of the right to exercise any 
Rights.
      (f)      If as a result of an adjustment made pursuant to Section 11(a), 
the holder of any Right thereafter exercised shall become entitled to receive 
any shares of capital stock of the Company other than Common Shares, 
thereafter the number of such other shares so receivable upon exercise of any 
Right shall be subject to adjustment from time to time in a manner and on 
terms as nearly equivalent as practicable to the provisions with respect to 
the Common Shares contained in Section 11(a), 11(b), 11(c) and 11(i), and the 
provisions of Sections 7, 9, 10 and 13 with respect to the Common Shares shall 
apply on like terms to any such other shares.




      (g)      All Rights originally issued by the Company subsequent to any 
adjustment made to the Purchase Price hereunder shall evidence the right to 
purchase, at the adjusted Purchase Price, the number of Common Shares 
purchasable from time to time hereunder upon exercise of the Rights, all 
subject to further adjustment as provided herein.
      (h)      Unless the Company shall have exercised its election as 
provided in Section 11(i), upon each adjustment of the Purchase Price as a 
result of the calculations made in Section 11(b) and (c), each Right 
outstanding immediately prior to the making of such adjustment shall 
thereafter evidence the right to purchase, at the adjusted Purchase Price, 
that number of Common Shares (calculated to the nearest ten-thousandth of a 
Common Share) obtained by (i) multiplying (x) the number of Common Shares 
covered by a Right immediately prior to this adjustment by (y) the Purchase 
Price in effect immediately prior to such adjustment of the Purchase Price, 
and (ii) dividing the product so obtained by the Purchase Price in effect 
immediately after such adjustment of the Purchase Price.
      (i)      The Company may elect on or after the date of any adjustment of 
the Purchase Price to adjust the number of Rights, in substitution for any 
adjustment in the number of Common Shares purchasable upon the exercise of a 
Right.  Each of the Rights outstanding after such adjustment of the number of 
Rights shall be exercisable for the number of Common Shares for which a Right 
was exercisable immediately prior to such adjustment.  Each Right held of 
record prior to such adjustment of the number of Rights shall become that 
number of Rights (calculated to the nearest ten-thousandth) obtained by 
dividing the Purchase Price in effect immediately prior to adjustment of the 
Purchase Price by the Purchase Price in effect immediately after adjustment of 
the Purchase Price.  The Company shall make a public announcement of, and 
shall notify the Rights Agent of, its election to adjust the number of Rights, 
indicating the record date for the adjustment, and, if known at the time, the 
amount of the adjustment to be made.  This record date may be the date on 
which the Purchase Price is adjusted or any day thereafter, but, if the Right 
Certificates have been issued, shall be at least 10 days later than the date 
of the public announcement.  If Right Certificates have been issued, upon each 
adjustment of the number of Rights pursuant to this Section 11(i), the Company 
shall, as promptly as practicable, cause to be distributed to holders of 
record of Right Certificates on such record date Right Certificates 
evidencing, subject to Section 14 hereof, the additional Rights to which the 
holders shall be entitled as a result of the adjustment, or, at the option of 
the Company, shall cause to be distributed to the holders of record in 
substitution and replacement for the Right Certificates held by the holders 
prior to the date of adjustment, and upon surrender thereof, if required by 
the Company, new Right Certificates evidencing all the Rights to which the 
holders shall be entitled after such adjustment.  Right Certificates to be 
distributed shall be issued, executed and countersigned in the manner provided 
for herein (and may bear, at the option of the Company, the adjusted Purchase 
Price) and shall be registered in the names of the holders of record of Right 
Certificates on the record date specified in the public announcement.
      (j)      Irrespective of any adjustment or change in the Purchase Price 
or the number of Common Shares issuable upon the exercise of the Rights, the 
Right Certificates theretofore and thereafter issued may continue to express 
the Purchase Price per share and the number of shares which were expressed in 
the initial Right Certificates issued hereunder but they shall be deemed to




represent the Purchase Price and number of Common Shares as adjusted from time 
to time hereunder.
      (k)      Before taking any action that would cause an adjustment 
reducing the Purchase Price below the then par value, if any, of the Common 
Shares issuable upon exercise of the Rights, the Company shall take any 
corporate action which may, in the opinion of its counsel, be necessary in 
order that the Company may validly and legally issue fully paid and 
nonassessable Common Shares at the adjusted Purchase Price.
      (l)      In any case in which this Section 11 shall require that an 
adjustment in the Purchase Price be made effective as of a record date for a 
specified event, the Company may elect to defer until the occurrence of such 
event the issuing to the holder of any Right exercised after such record date 
of the Common Shares and other capital stock or securities of the Company, if 
any, issuable upon such exercise over and above the Common Shares and other 
capital stock or securities of the Company, if any, issuable upon such 
exercise on the basis of the Purchase Price in effect prior to the adjustment; 
provided, however, that the Company shall deliver to such holder a due bill or 
other appropriate instrument evidencing such holder's right to receive such 
additional shares upon the occurrence of the event requiring the adjustment.
      (m)      Anything in this Section 11 to the contrary notwithstanding, 
the Company shall be entitled to make reductions in the Purchase Price, in 
addition to those adjustments expressly required by this Section 11, as and to 
the extent that it in its sole discretion shall determine to be advisable in 
order that any (i) consolidation or subdivision of the Common Shares, (ii) 
issuance wholly for cash of any of the Common Shares at less than the current 
market price, (iii) issuance wholly for cash of Common Shares or securities 
which by their terms are convertible into or exchangeable for Common Shares, 
(iv) stock dividends or (v) issuance of rights, options or warrants referred 
to in this Section 11, hereafter made by the Company to holders of its Common 
Shares shall not be taxable to such shareholders.

      Section 12.  Certificate of Adjusted Purchase Price or Number of Shares.  
Whenever an adjustment is made as provided in Sections 11 and 13 hereof, the 
Company shall (a) promptly prepare a certificate setting forth the adjustment, 
and a brief statement of the facts accounting for the adjustment, (b) promptly 
file with the Rights Agent and with each transfer agent for the Common Shares 
a copy of the certificate and (c) mail a brief summary thereof to each holder 
of a Right Certificate in accordance with Section 25 hereof.

      Section 13.  Consolidation, Merger or Sale or Transfer 
of Assets or Earning Power.  (a) In the event that following the Distribution 
Date, directly or indirectly, (w) the Company shall consolidate with, or merge 
with and into, any other Person, (x) any Person shall consolidate with the 
Company, or merge with and into the Company and the Company shall be the 
continuing or surviving corporation of such merger and, in connection with 
such merger, all or part of the Common Shares shall be changed into or 
exchanged for stock or other securities of any other Person (or of the 
Company) or cash or any other property, (y) the Company shall engage in any 
statutory share exchange whereby the Company's Common Shares are converted 
into stock, securities, cash or any other property of any other Person or (z) 
the Company shall sell or otherwise transfer (or one or more of its 
Subsidiaries shall sell or otherwise transfer), in one or more transactions, 
assets or earning power aggregating 50% or more of the assets or earning power




of the Company and its Subsidiaries (taken as a whole) to any other Person 
other than the Company or any of its wholly owned Subsidiaries, then, on the 
first occurrence of any such event, proper provision shall be made so that (i) 
each holder of a Right, other than Rights that have become void pursuant to 
Section 11(a)(ii) hereof, shall thereafter have the right to receive, upon the 
exercise thereof at a price equal to the then current Purchase Price in 
accordance with the terms of this Agreement, such number of validly issued, 
fully paid, nonassessable and freely tradable Common Shares of the Principal 
Party (as hereinafter defined), not subject to any rights of call or first 
refusal, as shall be equal to the result obtained by (1) multiplying the then 
current Purchase Price by the number of Common Shares for which a Right is 
then exercisable and dividing that product by (2) 50% of the then current per 
share market price of the Common Shares of the Principal Party (determined 
pursuant to Section 11(d)) on the date of consummation of such consolidation, 
merger, statutory share exchange, sale or transfer; provided, however, that 
the Purchase Price and the number of Common Shares of such Principal Party 
issuable upon exercise of each Right shall be further adjusted as provided in 
Section 11(f) of this Agreement to reflect any events occurring in respect of 
such Principal Party after the date of such consolidation, merger, statutory 
share exchange, sale or transfer; (ii) the Principal Party shall thereafter be 
liable for, and shall assume, by virtue of such consolidation, merger, 
statutory share exchange, sale or transfer, all the obligations and duties of 
the Company pursuant to this Agreement; (iii) the term "Company" shall 
thereafter be deemed to refer to the Principal Party, it being specifically 
intended that the provisions of Section 11 hereof shall apply to the Principal 
Party; and (iv) the Principal Party shall take such steps (including, but not 
limited to, the reservation of a sufficient number of its Common Shares in 
accordance with Section 9 hereof) in connection with such consummation of any 
transaction as may be necessary to assure that the provisions hereof shall 
thereafter be applicable, as nearly as reasonably may be, in relation to the 
Common Shares thereafter deliverable upon the exercise of the Rights; 
provided, however, that, upon the subsequent occurrence of any consolidation, 
merger, statutory share exchange, sale or transfer of assets or other 
extraordinary transaction in respect of such Principal Party, each holder of a 
Right shall thereupon be entitled to receive, upon exercise of a Right and 
payment of the Purchase Price as provided in this Section 13(a), and such 
Principal Party shall take such steps (including, but not limited to, 
reservation of shares of stock) as may be necessary to permit the subsequent 
exercise of the Rights in accordance with the terms hereof for such cash, 
shares, rights, warrants and other property.
      (b)      "Principal Party" shall mean:
        (i)      in the case of any transaction described in (w), (x) or (y) 
of the first sentence of Section 13(a), the Person that is the issuer of any 
securities into which Common Shares of the Company are converted in such 
merger, consolidation or statutory share exchange, or, if there is more than 
one such issuer, the issuer the Common Shares of which has the greatest 
aggregate market value of shares outstanding, or if no securities are so 
issued, (A) the Person that is the other party to the merger, consolidation or 
statutory share exchange, if such Person survives said merger or statutory 
share exchange, or, if there is more than one such Person, the Person the 
Common Shares of which has the greatest aggregate market value of shares 
outstanding or (B) if the Person that is the other party to the merger or 
statutory share exchange does not survive the merger or statutory share




exchange, the Person that does survive the merger or statutory share exchange 
(including the Company if it survives) or (C) the Person resulting from the 
consolidation.  
        (ii)      in the case of any transaction described in (z) of the first 
sentence in this Section 13, the Person that is the party receiving the 
greatest portion of the assets or earning power transferred pursuant to such 
transaction or transactions, or, if each Person that is a party to such 
transaction or transactions receives the same portion of the assets or earning 
power so transferred or if the Person receiving the greatest portion of the 
assets or earning power cannot be determined, whichever of such Persons is the 
issuer of Common Shares having the greatest aggregate market value of shares 
outstanding;

provided, however, that in any such case, (x) if the Common Shares of such 
Person are not at such time and have not been continuously during the 
preceding 12-month period registered under Section 12 of the Exchange Act and 
such Person is a direct or indirect subsidiary of another Person the Common 
Shares of which are and have been so registered, "Principal Party" shall refer 
to such other Person; (y) in case such Person is a subsidiary, directly or 
indirectly, of more than one Person, the Common Shares of all of which are and 
have been so registered, "Principal Party" shall refer to whichever of such 
Persons is the issuer of the Common Shares having the greatest market value of 
shares outstanding, and (z) in case such Person is owned, directly or 
indirectly, by a joint venture formed by two or more Persons that are not 
owned, directly or indirectly, by the same Person, the rules set forth in (x) 
and (y) above shall apply to each of the owners having an interest in such 
joint venture as if the Person owned by the joint venture were a "subsidiary" 
of both or all of such joint venturers and the Principal Parties in each such 
case shall bear the obligations set forth in this Section 13 in the same ratio 
as their direct or indirect interests in such Person bear to the total of such 
interests.
      (c)      The Company shall not consummate any such consolidation, 
merger, statutory share exchange, sale or transfer unless prior thereto the 
Company and the Principal Party shall have executed and delivered to the 
Rights Agent a supplemental agreement providing for the terms set forth in 
paragraphs (a) and (b) of this Section 13 and further providing that, as soon 
as practicable after the date of any consolidation, merger, statutory share 
exchange, sale or transfer mentioned in paragraph (a) of this Section 13, the 
Principal Party will:
        (i)  prepare and file a registration statement under the Act, with 
respect to the Rights and the securities purchasable upon exercise of the 
Rights on an appropriate form, use its best efforts to cause such registration 
statement to become effective as soon as practicable after such filing and use 
its best efforts to cause such registration statement to remain effective 
(with a prospectus at all times meeting the requirements of the Act) until the 
date of expiration of the Rights and similarly comply with applicable state 
securities laws; 
        (ii)  deliver to holders of the Rights financial statements for the 
Principal Party and each of its Affiliates which comply in all respects with 
the requirements for registration on Form 10 under the Exchange Act;
        (iii)  use its best efforts, if the Common Shares of the Principal 
Party shall be listed or admitted to trading on any national securities 
exchange or quoted on any automated quotation system, to list or admit to




trading (or continue the listing or trading of) the Rights and the securities 
purchasable upon exercise of the Rights on such national securities exchange 
or have the Rights or such securities quoted on such automated quotation 
system and, if the Common Shares of the Principal Party shall not be listed or 
admitted to trading on any national securities exchange or quoted on any 
automated quotation system, to cause the Rights and the securities purchasable 
upon exercise of the Rights to be listed or admitted to trading on a national 
securities exchange or quoted in an automated quotation system then in use; 
and 
        (iv)  obtain waivers of any rights of first refusal or preemptive 
rights in respect of the Common Shares of the Principal Party subject to 
purchase upon exercise of outstanding Rights.  
The provisions of this Section 13 shall similarly apply to successive mergers 
or consolidations or statutory share exchanges or sales or other transfers.  
In the event that one of the transactions described in Section 13(a) hereof 
shall occur at any time after the occurrence of a transaction described in 
Section 11(a)(ii) hereof, the Rights which have not theretofore been exercised 
shall thereafter become exercisable in the manner described in Section 13(a).
      (d)      Furthermore, in case the Principal Party which is to be a party 
to a transaction referred to in this Section 13 has provision in any of its 
authorized securities or in its certificate of incorporation or by-laws or 
other instrument governing its corporate affairs, which provision would have 
the effect of (i) causing such Principal Party to issue (other than to holders 
of Rights pursuant to this Section 13), in connection with, or as a 
consequence of, the consummation of a transaction referred to in this Section 
13, Common Shares of such Principal Party at less than the then current market 
price per share (determined pursuant to Section 11(d) hereof) or securities 
exercisable for, or convertible into, Common Shares of such Principal Party at 
less than such then current market price, or (ii) providing for any special 
payment, tax or similar provisions in connection with the issuance of the 
Common Shares of such Principal Party pursuant to the provisions of Section 
13, then, in such event, the Company hereby agrees with each holder of Rights 
that it shall not consummate any such transaction unless prior thereto the 
Company and such Principal Party shall have executed and delivered to the 
Rights Agent a supplemental agreement providing that the provision in question 
of such Principal Party shall have been canceled, waived or amended, or that 
the authorized securities shall be redeemed, so that the applicable provision 
will have no effect in connection with, or as a consequence of, the 
consummation of the proposed transaction.  
      (e)      The Company covenants and agrees not to enter into any 
transaction of the kind listed in this Section 13 if at the time of such 
transaction there are any rights, warrants, instruments or securities 
outstanding or any agreements or arrangements which, as a result of the 
consummation of such transaction, would substantially diminish or otherwise 
eliminate the benefits intended to be afforded by the Rights.  The provisions 
of this Section 13 shall similarly apply to successive mergers or 
consolidations or sales or other transfers.
      (f)      If, for any reason, the Rights cannot be exercised for Common 
Shares of the Company or such Principal Party, then a holder of Rights will 
have the right to exchange such Rights, without payment of the applicable 
exercise price, for cash from the Company or such Principal Party in an amount 
equal to the number of Common Shares he would otherwise be entitled to 
purchase times 50% of the then current market price, as determined pursuant to




Section 11(d) hereof, of such Common Shares of the Company or such Principal 
Party.  If, for any reason, including, without limitation, if such Principal 
Party is an individual, private partnership or private company, the foregoing 
cannot be applied to determined the cash amount into which the Rights are 
exchangeable, then the Board of Directors of the Company, based upon the 
advice from one or more investment banking firms, shall determine such amount 
reasonably and with utmost good faith to the holders of the Rights.  Any such 
determination shall be binding and final.
      (g)      Notwithstanding anything in this Agreement to the contrary, 
Section 13 shall not be applicable to a transaction described in subparts (w), 
(x), (y) and (z) of paragraph (a) of this Section 13 if (i) such transaction 
is consummated with a Person or Persons who acquired Common Shares pursuant to 
a cash tender offer for all outstanding Common Shares which complies with the 
provisions of Section 11(a)(ii)(B) hereof (or a wholly-owned subsidiary of 
such Person or Persons), (ii) the price per Common Share offered in such 
transaction is not less than the price per Common Share paid to all holders of 
Common Shares whose shares were purchased pursuant to such cash tender offer 
and (iii) the form of consideration being offered to the remaining holders of 
Common Shares pursuant to such transaction is the same as the form of 
consideration paid pursuant to such cash tender offer.  Upon consummation of 
any such transaction contemplated by this paragraph, all Rights hereunder 
shall expire.

Section 14.  Fractional Rights and Fractional Shares.  (a)      The Company 
shall not be required to issue fractions of Rights or to distribute Right 
Certificates which evidence fractional Rights.  In lieu of such fractional 
Rights, there shall be paid to the registered holders of the Right 
Certificates with regard to which such fractional Rights would otherwise be 
issuable, an amount in cash equal to the same fraction of the current market 
value of a whole Right.  For the purposes of this Section 14(a), the current 
market value of a whole Right shall be the closing price of the Rights for the 
Trading Day immediately prior to the date on which such fractional Rights 
would have been otherwise issuable.  The closing price for any day shall be 
the last sale price, regular way, or, in case no such sale takes place on such 
day, the average of the closing bid and asked prices, regular way, in either 
case as reported in the principal consolidated transaction reporting system 
with respect to securities listed or admitted to trading on the New York Stock 
Exchange or, if the Rights are not listed or admitted to trading on the New 
York Stock Exchange, as reported in the principal consolidated transaction 
reporting system with respect to securities listed on the principal national 
securities exchange on which the Rights are listed or admitted to trading or, 
if the Rights are not listed or admitted to trading on any national securities 
exchange, the last quoted sale price or, if not so quoted, the average of the 
closing bid and asked prices in the over-the- counter market, as reported by 
NASDAQ or such other system then in use or, if on any such date the Rights are 
not quoted by any such organization, the average of the closing bid and asked 
prices as furnished by a professional market maker making a market in the 
Rights selected by the Board of Directors of the Company.  If on any such date 
no such market maker is making a market in the Rights the fair value of the 
Rights on such date as determined in good faith by the Board of Directors of 
the Company shall be used.
      (b)      The Company shall not be required to issue fractions of Common 
Shares upon exercise of the Rights or to issue certificates which evidence




fractions of Common Shares.  In lieu of fractional Common Shares, the Company 
shall pay to the registered holders of Right Certificates at the time the 
Rights are exercised as herein provided an amount in cash equal to the same 
fraction of the current market value of one Common Share.  For purposes of 
this Section 14(b), the current market value of a Common Share shall be the 
closing price of a Common Share (as determined pursuant to the second sentence 
of Section 11(d) hereof) for the Trading Day immediately prior to the date of 
such exercise. 
      (c)      The holder of a Right by the acceptance of the Rights expressly 
waives his right to receive any fractional Rights or any fractional shares 
upon exercise of a Right.

      Section 15.  Rights of Action.  All rights of action in respect of this 
Agreement, excepting the rights of action given to the Rights Agent under 
Section 18 hereof, are vested in the respective registered holders of the 
Right Certificates (and, prior to the Distribution Date, the registered 
holders of the Common Shares); and any registered holder of any Right 
Certificate (or, prior to the Distribution Date, of the Common Shares), 
without the consent of the Rights Agent or of the holder of any other Right 
Certificate (or, prior to the Distribution Date, of the Common Shares), may, 
in his own behalf and for his own benefit, enforce, and may institute and 
maintain any suit, action or proceeding against the Company to enforce, or 
otherwise act in respect of, his right to exercise the Rights evidenced by the 
Right Certificate in the manner provided in the Right Certificate and in this 
Agreement and subject to the limitations set forth in the Right Certificates 
and in this Agreement.  Without limiting the foregoing or any remedies 
available to the holders of Rights, it is specifically acknowledged that the 
holders of Rights would not have an adequate remedy at law for any breach of 
this Agreement and will be entitled to specific performance of the obligations 
under, and injunctive relief against actual or threatened violations of, the 
obligations of any Person subject to this Agreement.

      Section 16.  Agreement of Right Holders.  Every holder of a Right, by 
accepting the same, consents and agrees with the Company and the Rights Agent 
and with every other holder of a Right that:
      (a)      prior to the Distribution Date, the Rights will be transferable 
only in connection with the transfer of the Common Shares;
      (b)      after the Distribution Date, the Right Certificates are 
transferable only on the registry books of the Rights Agent if surrendered at 
the principal office of the Rights Agent, duly endorsed or accompanied by a 
proper instrument of transfer; and
      (c)      the Company and the Rights Agent may deem and treat the person 
in whose name the Right Certificate (or, prior to the Distribution Date, the 
associated Common Shares certificate) is registered as the absolute owner 
thereof and of the Rights evidenced thereby (notwithstanding any notations of 
ownership or writing on the Right Certificates or the associated Common Shares 
certificate made by anyone other than the Company or the Rights Agent) for all 
purposes whatsoever, and neither the Company nor the Rights Agent shall be 
affected by any notice to the contrary.

      Section 17.  Right Certificate Holder Not Deemed a Stockholder.  No 
holder, as such, of any Right Certificate shall be entitled to vote, receive 
dividends or be deemed for any purpose the holder of the Common Shares or any




other securities of the Company which may at any time be issuable on the 
exercise of the Rights represented thereby, nor shall anything contained 
herein or in any Right Certificate be construed to confer upon the holder of 
any Right Certificate, as such, any of the rights of a stockholder of the 
Company or any right to vote for the election of directors or upon any matter 
submitted to stockholders at any meeting thereof, or to give or withhold 
consent to any corporate action, or to receive notice of meetings or other 
actions affecting stockholders (except as provided in this Agreement), or to 
receive dividends or subscription rights, or otherwise, until the Right or 
Rights evidenced by such Right Certificate shall have been exercised in 
accordance with the provisions hereof.

      Section 18.  Concerning the Rights Agent.  The Company agrees to pay to 
the Rights Agent reasonable compensation for all services rendered by it 
hereunder and, from time to time, on demand of the Rights Agent, its 
reasonable expenses and counsel fees and other disbursements incurred in the 
administration and execution of this Agreement and the exercise and 
performance of its duties hereunder.  The Company also agrees to indemnify the 
Rights Agent for, and to hold it harmless against, any loss, liability, or 
expense, incurred without negligence, bad faith or willful misconduct on the 
part of the Rights Agent, for anything done or omitted by the Rights Agent in 
connection with the acceptance and administration of this Agreement, including 
the costs and expenses of defending against any claim of liability relating to 
the Rights or this Agreement.  In no case will the Rights Agent be liable for 
special, indirect, incidental or consequential loss or damage of any kind 
whatsoever, even if the Rights Agent has been advised of the possibility of 
such loss or damage.
      The Rights Agent shall be protected and shall incur no liability for or 
in respect of any action taken, suffered or omitted by it in connection with 
its administration of this Agreement in reliance upon any Right Certificate or 
certificate for the Common Shares or for other securities of the Company, 
instrument of assignment or transfer, power of attorney, endorsement, 
affidavit, letter, notice, instruction, direction, consent, certificate, 
statement, or other paper or document believed by it to be genuine and to be 
signed, executed and, where necessary, verified or acknowledged, by the proper 
person or persons or otherwise upon the advice of its counsel as set forth in 
Section 20 hereof.

      Section 19.  Merger or Consolidation or Change of Name of Rights Agent.  
Any corporation or limited liability company into which the Rights Agent or 
any successor Rights Agent may be merged or with which it may be consolidated, 
or any corporation or limited liability company resulting from any merger or 
consolidation to which the Rights Agent or any successor Rights Agent shall be 
a party, or any corporation or limited liability company succeeding to the 
corporate trust business of the Rights Agent or any successor Rights Agent, 
shall be the successor to the Rights Agent under this Agreement without the 
execution or filing of any paper or any further act on the part of any of the 
parties hereto, provided that such corporation or limited liability company 
would be eligible for appointment as a successor Rights Agent under the 
provisions of Section 21 hereof.  In case at the time such successor Rights 
Agent shall succeed to the agency created by this Agreement, any of the Right 
Certificates shall have been countersigned but not delivered, any such 
successor Rights Agent may adopt the countersignature of the predecessor




Rights Agent and deliver such Right Certificates so countersigned; and in case 
at that time any of the Right Certificates shall not have been countersigned, 
any successor Rights Agent may countersign such Right Certificates either in 
the name of the predecessor Rights Agent or in the name of the successor 
Rights Agent; and in all such cases such Right Certificates shall have the 
full force provided in the Right Certificates and in this Agreement.
      In case at any time the name of the Rights Agent shall be changed and at 
such time any of the Right Certificates shall have been countersigned but not 
delivered, the Rights Agent may adopt the countersignature under its prior 
name and deliver Right Certificates so countersigned; and in case at that time 
any of the Right Certificates shall not have been counter- signed, the Rights 
Agent may countersign such Right Certificates either in its prior name or in 
its changed name; and in all such cases such Right Certificates shall have the 
full force provided in the Right Certificates and in this Agreement.

      Section 20.  Duties of Rights Agent.  The Rights Agent undertakes the 
duties and obligations imposed by this Agreement upon the following terms and 
conditions, by all of which the Company and the holders of Right Certificates, 
by their acceptance thereof, shall be bound:
      (a)      The Rights Agent may consult with legal counsel (who may be 
legal counsel for the Company), and the opinion of such counsel shall be full 
and complete authorization and protection to the Rights Agent as to any action 
taken or omitted by it in good faith and in accordance with such opinion.
      (b)      Whenever in the performance of its duties under this Agreement 
the Rights Agent shall deem it necessary or desirable that any fact or matter 
be proved or established by the Company prior to taking or suffering any 
action hereunder, the fact or matter (unless other evidence in respect thereof 
be herein specifically prescribed) may be deemed to be conclusively proved and 
established by a certificate signed by any one of the Chairman of the Board, 
the President, any Vice President, the Treasurer or the Secretary of the 
Company and delivered to the Rights Agent; and the certificate shall be full 
authorization to the Rights Agent for any action taken or suffered in good 
faith by it under the provisions of this Agreement in reliance upon the 
certificate.
      (c)      The Rights Agent shall be liable hereunder only for its own 
negligence, bad faith or willful misconduct.
      (d)      The Rights Agent shall not be liable for or by reason of any of 
the statements of fact or recitals contained in this Agreement or in the Right 
Certificates (except its countersignature thereof) or be required to verify 
the same, but all such statements and recitals are and shall be deemed to have 
been made by the Company only.
      (e)      The Rights Agent shall not be under any responsibility in 
respect of the validity of this Agreement or the execution and delivery hereof 
(except the due execution hereof by the Rights Agent) or in respect of the 
validity or execution of any Right Certificate (except its countersignature 
thereof); nor shall it be responsible for any breach by the Company of any 
covenant or condition contained in this Agreement or in any Right Certificate; 
nor shall it be responsible for any adjustment required under the provisions 
of Sections 3, 11, 13 or 24 or responsible for the manner, method or amount of 
any such adjustment or the ascertaining of the existence of facts that would 
require any such adjustment (except with respect to the exercise of Rights 
evidenced by Right Certificates after actual notice of any such adjustment); 
nor shall it by any act hereunder be deemed to make any representation or




warranty as to the authorization or reservation of any Common Shares to be 
issued pursuant to this Agreement or any Right Certificate or as to whether 
any Common Shares will, when issued, be validly authorized and issued, fully 
paid and nonassessable.
      (f)      The Company agrees that it will perform, execute, acknowledge 
and deliver or cause to be performed, executed, acknowledged and delivered all 
such further and other acts, instruments and assurances as may reasonably be 
required by the Rights Agent for the carrying out or performing by the Rights 
Agent of the provisions of this Agreement.
      (g)      The Rights Agent is hereby authorized and directed to accept 
instructions with respect to the performance of its duties hereunder from any 
one of the Chairman of the Board, the President, any Vice President, the 
Secretary or the Treasurer of the Company, and to apply to such officers for 
advice or instructions in connection with its duties, and it shall not be 
liable for any action taken or suffered to be taken by it in good faith in 
accordance with instructions from any of such officers.  At any time the 
Rights Agent may apply to the Company for written instructions with respect to 
any matter arising in connection with the Rights Agent's duties and 
obligations arising under this Rights Agreement.  Such application by the 
Rights Agent for written instructions from the Company may, at the option of 
the Rights Agent, set forth in writing any action proposed to be taken or 
omitted by the Rights Agent with respect to its duties or obligations under 
this Rights Agreement and the date on and/or after which such action shall be 
taken and the Rights Agent shall not be liable for any action taken or omitted 
in accordance with a proposal included in any such application on or after the 
date specified therein (which date shall be not less than one business day 
after the Company receives such application, without the Company's consent) 
unless, prior to taking or omitting any such action, the Rights Agent has 
received written instructions in response to such application specifying the 
action to be taken or omitted.
      (h)      The Rights Agent and any shareholder, director, officer or 
employee of the Rights Agent may buy, sell or deal in any of the Rights or 
other securities of the Company or become pecuniarily interested in any 
transaction in which the Company may be interested, or contract with or lend 
money to the Company or otherwise act as fully and freely as though it were 
not Rights Agent under this Agreement. Nothing herein shall preclude the 
Rights Agent from acting in any other capacity for the Company or for any 
other legal entity.
      (i)      The Rights Agent may execute and exercise any of the rights or 
powers hereby vested in it or perform any duty hereunder either itself or by 
or through its attorneys or agents, and the Rights Agent shall not be 
answerable or accountable for any act, default, neglect or misconduct of any 
such attorneys or agents or for any loss to the Company resulting from any 
such act, default, neglect or misconduct, provided reasonable care was 
exercised in the selection and continued employment thereof.
      (j)      If, with respect to any Rights Certificate surrendered to the 
Rights Agent for exercise or transfer, the certificate contained in the form 
of assignment or the form of election to purchase set forth on the reverse 
thereof, as the case may be, has not been completed to certify the holder is 
not an Acquiring Person (or an Affiliate or Associate thereof), the Rights 
Agent shall not take any further action with respect to such requested 
exercise or transfer without first consulting with the Company.





      Section 21.  Change of Rights Agent.  The Rights Agent or any successor 
Rights Agent may resign and be discharged from its duties under this Agreement 
upon 30 days' notice in writing mailed to the Company and to each transfer 
agent of the Common Shares by registered or certified mail, and to the holders 
of the Right Certificates by first-class mail.  The Company may remove the 
Rights Agent or any successor Rights Agent upon 30 days' notice in writing, 
mailed to the Rights Agent or successor Rights Agent, as the case may be, and 
to each transfer agent of the Common Shares by registered or certified mail, 
and to the holders of the Right Certificates by first-class mail.  If the 
Rights Agent shall resign or be removed or shall otherwise become incapable of 
acting, the Company shall appoint a successor to the Rights Agent.  If the 
Company shall fail to make the appointment within a period of 30 days after 
giving notice of such removal or after it has been notified in writing of such 
resignation or incapacity by the resigning or incapacitated Rights Agent or by 
the holder of a Right Certificate (who shall, with the notice, submit his 
Right Certificate for inspection by the Company), then the Company shall 
become the Rights Agent, and the registered holder of any Right Certificate 
may apply to any court of competent jurisdiction for the appointment of a new 
Rights Agent.  Any successor Rights Agent, whether appointed by the Company or 
by a court, shall be a corporation or a limited liability company, or an 
affiliate of such a corporation or limited liability company, organized and 
doing business under the laws of the United States or of the States of 
Maryland or New York (or of any other state of the United States so long as 
such corporation is authorized to do business as a banking institution in the 
States of Maryland or New York), in good standing, that is authorized under 
those laws to exercise corporate trust powers and is subject to supervision or 
examination by federal or state authorities and that has at the time of its 
appointment as Rights Agent a combined capital and surplus of at least $50 
million.  After appointment, the successor Rights Agent shall be vested with 
the same powers, rights, duties and responsibilities as if it had been 
originally named as Rights Agent without further act or deed; but the 
predecessor Rights Agent shall deliver and transfer to the successor Rights 
Agent any property at the time held by it hereunder, and execute and deliver 
any further assurance, conveyance, act or deed necessary for the purpose.  Not 
later than the effective date of any such appointment the Company shall file 
notice thereof in writing with the predecessor Rights Agent and each transfer 
agent of the Common Shares, and mail a notice thereof in writing to the 
registered holders of the Right Certificates.  Failure to give any notice 
provided for in this Section 21, however, or any defect therein, shall not 
affect the legality or validity of the resignation or removal of the Rights 
Agent or the appointment of the successor Rights Agent, as the case may be.

      Section 22.  Issuance of New Right Certificates.  Notwithstanding any of 
the provisions of this Agreement or of the Rights to the contrary, the Company 
may, at its option, issue new Right Certificates evidencing Rights in such 
form as may be approved by its Board of Directors to reflect any adjustment or 
change in the Purchase Price and the number or kind or class of shares or 
other securities or property purchasable under the Right Certificates made in 
accordance with the provisions of this Agreement.  In addition, in connection 
with the issuance or sale of Common Shares following the Distribution Date and 
prior to the earlier of the Redemption Date and the Expiration Date, the 
Company may with respect to Common Shares so issued or sold pursuant to (i) 
the exercise of stock options; (ii) any employee plan or arrangement, (iii)




the exercise, conversion or exchange of notes, debentures or other securities 
issued by the Company or (iv) any other contractual obligation of the Company, 
in each case existing prior to the Distribution Date, issue Right Certificates 
representing the appropriate number of Rights in connection with such issuance 
or sale.  

      Section 23.  Redemption.  (a)      The Board of Directors of the Company 
may, at its option, by a vote which includes the concurrence or approval of a 
majority of the Disinterested Directors, at any time prior to the earlier of 
(i) the close of business on the tenth day following the Share Acquisition 
Date (or, if the Share Acquisition Date shall have occurred prior to the 
Effective Date, the close of business on the tenth day following the Effective 
Date), or (ii) the Final Expiration Date, redeem all but not less than all the 
then outstanding Rights at a redemption price of $.01 per Right, as such 
amount may be appropriately adjusted to reflect any stock split, stock 
dividend or similar transaction occurring after the date hereof (such 
redemption price being hereinafter referred to as the "Redemption Price").  
Notwithstanding anything contained in this Agreement to the contrary, the 
Rights shall not be exercisable, and a Triggering Event shall not be deemed to 
have occurred, until such time as the Company's right of redemption hereunder 
has expired.
      (b)      Immediately upon the action of the Board of Directors of the 
Company ordering the redemption of the Rights (or such later time as the Board 
of Directors may establish for the effectiveness of such redemption), and 
without any further action and without any notice, the right to exercise the 
Rights will terminate and the only right thereafter of the holders of Rights 
shall be to receive the Redemption Price.  The Company shall promptly give 
public notice of any such redemption; provided, however, that the failure to 
give, or any defect in, any such notice shall not affect the validity of such 
redemption.  Within 10 days after the action of the Board of Directors 
ordering the redemption of the Rights, the Company shall mail a notice of 
redemption to the holders of the then outstanding Rights by mailing the notice 
to all such holders at their last addresses as they appear upon the registry 
books of the Rights Agent or, prior to the Distribution Date, on the registry 
books of the transfer agent for the Common Shares.  Any notice which is mailed 
in the manner herein provided shall be deemed given, whether or not the holder 
receives the notice.  Each such notice of redemption will state the method by 
which the payment of the Redemption Price will be made.  In any case, failure 
to give such notice by mail, or any defect in the notice, to any particular 
holder of Rights shall not affect the sufficiency of the notice to other 
holders of Rights.  

      Section 24.  Notice of Certain Events.  In case the Company shall 
propose at any time following the Distribution Date (a) to pay any dividend 
payable in stock of any class to the holders of the Common Shares or to make 
any other distribution to the holders of the Common Shares (other than a 
regular quarterly cash dividend) or (b) to offer to the holders of its Common 
Shares rights or warrants to subscribe for or to purchase any additional 
Common Shares or shares of stock of any class or any other securities, rights 
or options, or (c) to effect any reclassification of its Common Shares (other 
than a reclassification involving only the subdivision of outstanding Common 
Shares), (d) to effect any consolidation, merger or statutory share exchange 
into or with, or to effect any sale or other transfer (or to permit one or




more of its Subsidiaries to effect any sale or other transfer), in one or more 
transactions, of 50% or more of the assets or earning power of the Company and 
its Subsidiaries (taken as a whole) to any other Person or (e) to effect the 
liquidation, dissolution or winding up of the Company, then, in each such 
case, the Company shall give to each holder of a Right, in accordance with 
Section 25 hereof, a notice of such proposed action, which shall specify the 
record date for the purposes of such stock dividend, or distribution of rights 
or warrants, or the date on which such reclassification, consolidation, 
merger, statutory share exchange, sale, transfer, liquidation, dissolution, or 
winding up is to take place and the date of participation therein by the 
holders of the Common Shares, if any such date is to be fixed, and the notice 
shall be so given in the case of any action covered by clause (a) or (b) above 
at least 10 days prior to the record date for determining holders of the 
Common Shares for purposes of such action, and in the case of any such other 
action, at least 10 days prior to the date of the taking of such proposed 
action or the date of participation therein by the holders of the Common 
Shares, whichever shall be the earlier.
      In case any of the events set forth in Section 11(a)(ii) of this 
Agreement shall occur, then, in any such case, the Company shall as soon as 
practicable thereafter give to each holder of a Right (or if occurring prior 
to the Distribution Date, the holders of Common Shares), in accordance with 
Section 25 hereof, a notice of the occurrence of such event, which shall 
specify the event and the consequences of the event to holders of Rights under 
Section 11(a)(ii) hereof.

      Section 25.  Notices.  Notices or demands authorized by this Agreement 
to be given or made by the Rights Agent or by the holder of any Right 
Certificate to or on the Company shall be sufficiently given or made if sent 
by first-class mail, postage prepaid, addressed (until another address is 
filed in writing with the Rights Agent) as follows:


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

                        Attention:  Corporate Secretary

Subject to the provisions of Section 21 hereof, any notice or demand 
authorized by this Agreement to be given or made by the Company or by the 
holder of any Right Certificate to or on the Rights Agent shall be 
sufficiently given or made if sent by first-class mail, postage prepaid, 
addressed (until another address is filed in writing with the Company) as 
follows:

                        ChaseMellon Shareholder Services, L.L.C.
                        15th Floor
                        450 West 33rd Street
                        New York, New York 10001
                        Attention:  Judy Hsu

Notices or demands authorized by this Agreement to be given or made by the 
Company or the Rights Agent to the holder of any Right Certificate shall be




sufficiently given or made if sent by first-class mail, postage prepaid, 
addressed to the holder at the address of the holder as shown on the registry 
books of the Company.

      Section 26.  Supplements and Amendments.  Prior to the Distribution Date 
and subject to the penultimate sentence of this Section 26, the Company and 
the Rights Agent shall, if the Company so directs, supplement or amend any 
provision of this Agreement without the approval of any holders of 
certificates representing Common Shares, including, without limitation, any 
supplement or amendment deemed necessary or appropriate by the Company in 
light of any judicial or other legal developments, whether or not controlling 
precedent in respect of this Agreement.  From and after the Distribution Date 
and subject to the penultimate sentence of this Section 26, the Company and 
the Rights Agent shall, if the Company so directs, supplement or amend this 
Agreement without the approval of any holders of Rights Certificates in order 
(i) to cure any ambiguity, (ii) to correct or supplement any provision 
contained herein which may be defective or inconsistent with any other 
provisions herein, (iii) to shorten or lengthen any time period hereunder 
(which lengthening or shortening, following the first occurrence of an event 
set forth in clauses (i) and (ii) of the first proviso to Section 23(a) 
hereof, shall be effective only upon the concurrence or approval of a majority 
of Disinterested Directors), or (iv) to change or supplement the provisions 
hereunder in any manner which the Company may deem necessary or desirable and 
which shall not adversely affect the interests of the holders of Rights 
Certificates (other than an Acquiring Person or an Affiliate or Associate of 
any Acquiring Person); provided; however, this Agreement may not be 
supplemented or amended to lengthen, pursuant to clause (iii) of this 
Sentence, (A) a time period relating to when the Rights may be redeemed at 
such time as the Rights are not then redeemable, or (B) any other time period 
unless such lengthening is for the purpose of protecting, enhancing or 
clarifying the rights of, and/or the benefits to, the holders of Rights.  
Without limiting the foregoing, the Company may at any time prior to such time 
as any Person becomes an Acquiring Person amend this Agreement to lower the 
thresholds set forth in Section 1(a) and 3(a) hereof from 20% to any 
percentage greater than the greater of (i) the largest percentage of the 
outstanding Common Shares then known by the Company to be beneficially owned 
by any Person (other than the Company, any wholly-owned Subsidiary of the 
Company, any employee benefit plan of the Company or of any Subsidiary, or any 
Person holding Common Shares for or pursuant to the terms of any such plan) 
and (ii) 10%.
      Upon the delivery of a certificate from an appropriate officer of the 
Company which states that the proposed supplement or amendment is in 
compliance with the terms of this Section 26, the Rights Agent shall execute 
such supplement or amendment and shall be fully protected by Section 18 in so 
doing.  Notwithstanding anything contained in this Agreement to the contrary, 
no supplement or amendment shall be made which changes the Final Expiration 
Date to a date earlier than the tenth (10th) anniversary of the Effective 
Date, or which changes the Redemption Price or the number of Common Shares for 
which a Right is exercisable.  Prior to the Distribution Date, the interest of 
the holders of Rights shall be deemed coincident with the interests of the 
holders of Common Shares.





      Section 27.  Exchange.  (a)  Subject to any limitations of applicable 
law, the Board of Directors of the Company may, at its option, at any time 
after any person becomes an Acquiring Person, exchange all or part of the then 
outstanding and exercisable Rights (which shall not include Rights that have 
become void pursuant to the provisions of Section 11(a)(ii) hereof) for Common 
Shares at an exchange ratio of one Common Share per Right, appropriately 
adjusted to reflect any stock split, stock dividend or similar transaction 
occurring after the date hereof (such exchange ratio being hereinafter 
referred to as the "Exchange Ratio").  Notwithstanding the foregoing, the 
Board of Directors shall not be empowered to effect such exchange at any time 
after any Person (other than the Company, any wholly-owned Subsidiary of the 
Company, any employee benefit plan of the Company or of any Subsidiary, or any 
Person holding Common Shares for or pursuant to the terms of any such plan), 
together with all Affiliates and Associates of such Person, becomes the 
Beneficial Owner of 50% or more of the Common Shares then outstanding.
      (b)      Immediately upon the action of the Board of Directors of the 
Company ordering the exchange of any Rights pursuant to subsection (a) of this 
Section 27 and without any further action and without any notice, the right to 
exercise such Rights shall terminate and the only rights thereafter of a 
holder of such Rights shall be to receive that number of Common Shares equal 
to the number of such Rights held by such holder multiplied by the Exchange 
Ratio.  The Company shall promptly give public notice of any such exchange; 
provided, however, that the failure to give, or any defect in, such notice 
shall not affect the validity of such exchange.  The Company promptly shall 
mail a notice of any such exchange to all of the holders of such Rights at 
their last addresses as they appear upon the registry books of the Rights 
Agent.  Any notice which is mailed in the manner herein provided shall be 
deemed given, whether or not the holder receives the notice.  Each such notice 
of exchange will state the method by which the exchange of the Common Shares 
for Rights will be effected and, in the event of any partial exchange, the 
number of Rights which will be exchanged.  Any partial exchange shall be 
effected pro rata based on the number of Rights (other than Rights which have 
become void pursuant to the provisions of Section 11(a)(ii) hereof) held by 
each holder of Rights.
      (c)      In the event that there shall not be sufficient Common Shares 
issued but not outstanding or authorized but unissued to permit any exchange 
of Rights as contemplated in accordance with this Section 27, the Company 
shall take all such action as may be necessary to authorize additional Common 
Shares for issuance upon exchange of the Rights.
      (d)      The Company shall not be required to issue fractions of Common 
Shares or to distribute certificates which evidence fractional Common Shares.  
In lieu of such fractional Common Shares, the Company shall pay to the 
registered holder of the Right Certificates with regard to which such 
fractional Common Shares would otherwise be issuable an amount in cash equal 
to the same fraction of the current market value of a whole Common Share.  For 
the purposes of this subsection (d), the current market value of a whole 
Common Share shall be the closing price of a Common Share (as determined 
pursuant to Section 11(d) hereof) for the Trading Day immediately after the 
public announcement by the Company that an exchange is to be effected pursuant 
to this Section 27.





      Section 28.  Successors.  All the covenants and provisions of this 
Agreement by or for the benefit of the Company or the Rights Agent shall bind 
and inure to the benefit of their respective successors and assigns hereunder.

      Section 29.  Determinations and Actions by the Board of Directors, etc.  
For all purposes of this Agreement, except as explicitly otherwise provided in 
this Agreement, the Board of Directors of the Company (with, where 
specifically provided for herein, the concurrence or approval of the 
Disinterested Directors) shall have the exclusive power and authority to 
administer this Agreement and to exercise all rights and powers specifically 
granted to the Board (with, where specifically provided for herein, the 
concurrence or approval of the Disinterested Directors) or to the Company, or 
as may be necessary or advisable in the administration of this Agreement, 
including, without limitation, the right and power to (i) interpret the 
provisions of this Agreement, and (ii) make all determinations deemed 
necessary or advisable for the administration of this Agreement (including a 
determination to redeem or not redeem the Rights or to amend the Agreement).  
All such actions, calculations, interpretations and determinations (including, 
for purposes of clause (y) below, all omissions with respect to the foregoing) 
which are done or made by the Board (with, where specifically provided for 
herein, the concurrence or approval of the Disinterested Directors) in good 
faith, shall (x) be final, conclusive and binding on the Company, the Rights 
Agent, the holders of the Rights and all other parties, and (y) not subject 
the Board or the Disinterested Directors to any liability to the holders of 
the Rights.

      Section 30.  Benefits of this Agreement.  Nothing in this Agreement 
shall be construed to give to any Person other than the Company, the Rights 
Agent and the registered holders of the Right Certificates (and, prior to the 
Distribution Date, the Common Shares) any legal or equitable right, remedy or 
claim under this Agreement; but this Agreement shall be for the sole and 
exclusive benefit of the Company, the Rights Agent and the registered holders 
of the Right Certificates (and, prior to the Distribution Date, the Common 
Shares).

      Section 31.  Severability.  If any term, provision, covenant or 
restriction of this Agreement is held by a court of competent jurisdiction or 
other authority to be invalid, void or unenforceable, the remainder of the 
terms, provisions, covenants and restrictions of this Agreement shall remain 
in full force and effect and shall in no way be affected, impaired or 
invalidated.

      Section 32.  Governing Law.  This Agreement and each Right Certificate 
issued hereunder shall be deemed to be a contract made under the laws of the 
State of Maryland and for all purposes shall be governed by and construed in 
accordance with the laws of such State applicable to contracts to be made and 
performed entirely within such State.

      Section 33.  Counterparts.  This Agreement may be executed in any number 
of counterparts and each of such counterparts shall for all purposes be deemed 
to be an original, and all such counterparts shall together constitute but one 
and the same instrument.





      Section 34.  Descriptive Headings.  Descriptive headings of the several 
Sections of this Agreement are inserted for convenience only and shall not 
control or affect the meaning or construction of any of the provisions hereof.
      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed and their respective corporate seals to be hereunto affixed and 
attested, all as of the day and year first above written.

                                             THE RYLAND GROUP, INC.
Attest:


By  Julie Charping                          By  /s/ Michael D. Mangan
  ---------------------------                  -------------------------
  Title: Assistant Secretary                 Name:  Michael D. Mangan
                                             Title: Executive Vice President
                                                      and Chief Financial
                                                      Officer 


                                             CHASEMELLON SHAREHOLDER
                                               SERVICES, L.L.C.
Attest:


By James E. Hagen                         By  /s/ Judy Hsu
  ---------------------------                ----------------------------
  Title: Vice President                       Name: Judy Hsu
                                             Title: Relationship Manager





                                                                 Exhibit A

                        [Form of Right Certificate]
Certificate No. R-                                         __________ Rights

NOT EXERCISABLE AFTER JANUARY __, 2007 OR EARLIER IF NOTICE OF REDEMPTION IS 
GIVEN.  THE RIGHTS ARE SUBJECT TO REDEMPTION AT $.01 PER RIGHT ON THE TERMS 
SET FORTH IN THE RIGHTS AGREEMENT.  RIGHTS OWNED BY AN ACQUIRING PERSON OR AN 
AFFILIATE OR AN ASSOCIATE OF AN ACQUIRING PERSON (AS EACH IS DEFINED IN THE 
RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND 
VOID.

                              Right Certificate
 
                           THE RYLAND GROUP, INC.

This certifies that                                , or registered assigns, is 
the registered owner of the number of Rights set forth above, each of which 
entitles the owner thereof, subject to the terms, provisions and conditions of 
the Rights Agreement dated as of October __, 1996 (the "Rights Agreement") 
between THE RYLAND GROUP, INC., a Maryland corporation (the "Company"), and 
CHASEMELLON SHAREHOLDER SERVICES, L.L.C., a limited liability company (the 
"Rights Agent"), to purchase from the Company at any time after the 
Distribution Date (as such term is defined in the Rights Agreement) and prior 
to 5:00 P.M. (Baltimore time) on January __, 2007 at the principal office of 
the Rights Agent in Baltimore, Maryland, or at the office of its successors as 
Rights Agent, one fully paid, nonassessable share of the Common Stock, par 
value $1.00 per share, of the Company (the "Common Shares"), at a purchase 
price of $70 per share (the "Purchase Price"), upon presentation and surrender 
of this Right Certificate with the Form of Election to Purchase set forth on 
the reverse side hereof and the Certificate contained therein duly executed.  
The number of Rights evidenced by this Right Certificate (and the number of 
Common Shares which may be purchased upon exercise thereof) set forth above, 
and the Purchase Price set forth above, are the number and Purchase Price as 
of ________, based on the Common Shares as constituted at such date.

    Upon the occurrence of an event described in Section 11(a)(ii) of the 
Rights Agreement, all Rights evidenced by this Rights Certificate which are 
beneficially owned by (i) an Acquiring Person or an Affiliate or Associate of 
an Acquiring Person (as such terms are defined in the Rights Agreement), (ii) 
a transferee of any such Acquiring Person, Associate or Affiliate, or (iii) 
under certain circumstances specified in the Rights Agreement, a transferee of 
a person who, concurrently with or after such transfer, became an Acquiring 
Person, shall become null and void and no such holder hereof shall have any 
right with respect to such Rights from and after the occurrence of such event.

    As provided in the Rights Agreement, the Purchase Price and the number of 
Common Shares or other securities which may be purchased upon the exercise of 
the Rights evidenced by this Right Certificate are subject to modification and 
adjustment upon the happening of certain events.




    This Right Certificate is subject to all of the terms, provisions and 
conditions of the Rights Agreement, which terms, provisions and conditions are 
hereby incorporated herein by reference and made a part hereof and to which 
Rights Agreement reference is hereby made for a full description of the 
rights, limitations of rights, obligations, duties and immunities hereunder of 
the Rights Agent, the Company and the holders of the Right Certificates.  
Copies of the Rights Agreement are on file at the principal executive offices 
of the Company and the principal office of the Rights Agent in Baltimore, 
Maryland.

    This Right Certificate, with or without other Right Certificates, upon 
surrender at the principal office of the Rights Agent, may be exchanged for 
another Right Certificate or Right Certificates of like tenor and date 
evidencing Rights entitling the holder to purchase a like aggregate number of 
Common Shares as the Rights evidenced by the Right Certificate or Right 
Certificates surrendered shall have entitled the holder to purchase.  If this 
Right Certificate shall be exercised in part, the holder shall be entitled to 
receive upon surrender hereof another Right Certificate or Right Certificates 
for the number of whole Rights not exercised.

    Subject to the provisions of the Rights Agreement, the Rights evidenced by 
this Certificate may, but are not required to be (i) redeemed by the Company 
at a redemption price of $.01 per Right or (ii) exchanged in whole or in part 
for Common Shares.

    No fractional Common Shares will be issued upon the exercise of any Right 
or Rights evidenced hereby, but in lieu thereof a cash payment will be made, 
as provided in the Rights Agreement.

    No holder of this Right Certificate shall be entitled to vote or receive 
dividends or be deemed for any purpose the holder of the Common Shares or of 
any other securities of the Company which may at any time be issuable on the 
exercise hereof, nor shall anything contained in the Rights Agreement or 
herein be construed to confer upon the holder hereof, as such, any of the 
rights of a stockholder of the Company or any right to vote for the election 
of directors or upon any matter submitted to stockholders at any meeting 
thereof, or to give or withhold consent to any corporate action, or, to 
receive notice of meetings or other actions affecting stockholders (except as 
provided in the Rights Agreement), or to receive dividends or subscription 
rights, or otherwise, until the Right or Rights evidenced by this Right 
Certificate shall have been exercised as provided in the Rights Agreement.

    This Right Certificate shall not be valid or obligatory for any purpose 
until it shall have been countersigned by the Rights Agent.




WITNESS the facsimile signature of the proper officers of the Company and its 
corporate seal.  Dated as of __________________, 19__.

ATTEST:                                     THE RYLAND GROUP, INC.


                                           By
- -----------------------------                --------------------------
Secretary                                Title:

Countersigned the _____ day of
____________, 19__:

CHASEMELLON SHAREHOLDER SERVICES, L.L.C.


By 
   ---------------------------
      Authorized Signature




                   [Form of Reverse Side of Right Certificate]

                             FORM OF ASSIGNMENT

                (To be executed by the registered holder is such
                holder desires to transfer the Right Certificates.)

FOR VALUE RECEIVED       
hereby sells, assigns and transfers unto       
      
(Please print name and address of transferee)
      
this Right Certificate, together with all right, title and interest therein, 
and does hereby irrevocably constitute and appoint _________________________ 
Attorney, to transfer the within Right Certificate on the books of the within-
named Company, with full power of substitution.

Dated:__________________, 19__
      
                                                    Signature

Signature Guaranteed:

    Signatures must be guaranteed by a member firm of a registered national 
securities exchange, a member of the National Association of Securities 
Dealers, Inc., or a commercial bank or trust company having an office or 
correspondent in the United States.





               [Form of Reverse Side of Right Certificate -- continued]

                           CERTIFICATION FOR TRANSFER

                     (To be executed in connection with any
                      transfer of the Right Certificate.)

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1)  this Right Certificate [   ] is [   ] is not being sold, assigned 
and transferred by or on behalf of a Person who is or was an Acquiring Person 
or an Affiliate or Associate of any such Acquiring Person (as such terms are 
defined pursuant to the Rights Agreement);

      (2)  after due inquiry and to the best knowledge of the undersigned, it 
[    ] did [    ] did not acquire the Rights evidenced by this Right 
Certificate from any Person who is, was or subsequently became an Acquiring 
Person or an Affiliate or Associate of an Acquiring Person.

Dated:  ______________________, 19__       ________________________
       -----------------------            -------------------------
                                           Signature




                 [Form of Reverse Side of Right Certificate -- continued]

                              FORM OF ELECTION TO PURCHASE

                         (To be executed if holder desires to 
                            exercise the Right Certificate.)

To:      THE RYLAND GROUP, INC.

The undersigned hereby irrevocably elects to exercise _________________ Rights 
represented by this Right Certificate to purchase the Common Shares issuable 
upon the exercise of such Rights and requests that certificates for such 
Common Shares be issued in the name of:

Please insert social security
or other identifying number

                      (Please print name and address)

If such number of Rights shall not be all the Rights evidenced by this Right 
Certificate, a new Right Certificate for the balance remaining of such Rights 
shall be registered in the name of and delivered to:

Please insert social security
or other identifying number

                           (Please print name and address)

Dated ___________________, 19__

                                          Signature
                                          (Signature must conform in all
                                           respects to name of holder as
                                           specified on the face of this Right
                                           Certificate in every particular,
                                           without alteration or enlargement
                                           or any change whatsoever)




                [Form of Reverse Side of Right Certificate -- continued]

Signature Guaranteed

     Signatures must be guaranteed by a member firm of a registered national 
securities exchange, a member of the National Association of Securities 
Dealers, Inc., or a commercial bank or trust company having an office or 
correspondent in the United States.

                     CERTIFICATION FOR ELECTION TO PURCHASE

      The undersigned hereby certifies by checking the appropriate boxes that:

      (1)  the Rights evidenced by this Right Certificate [   ] are [   ] are 
not being exercised by or on behalf of a Person who is or was an Acquiring 
Person or an Affiliate or Associate of any such Acquiring Person (as such 
terms are defined pursuant to the Rights Agreement);

      (2)  after due inquiry and to the best knowledge of the undersigned, it 
[    ] did [    ] did not acquire the Rights evidenced by this Right 
Certificate from any Person who is, was or subsequently became an Acquiring 
Person or an Affiliate or Associate of an Acquiring Person.

Dated:  ______________________, 19__       ________________________
        -----------------------            -------------------------
                                           Signature

                                    NOTICE
                                    ------
    The signatures in the foregoing Forms of Assignment and Election to 
Purchase must correspond to the name as written upon the face of this Right 
Certificate in every particular, without alteration or enlargement or any 
change whatsoever.

    In the event the certification set forth above in the Forms of Assignment 
and Election to Purchase is not completed, the Company will deem the 
beneficial owner of the Rights evidenced by this Right Certificate to be an 
Acquiring Person or an Affiliate or Associate thereof (as defined in the 
Rights Agreement) and, in the case of an Assignment, will affix a legend to 
that effect on any Right Certificates issued in exchange for this Rights 
Certificate.




                                                                 Exhibit B

                               THE RYLAND GROUP, INC.

                           SUMMARY OF RIGHTS TO PURCHASE
                                  COMMON SHARES

    On October 18, 1996 the Board of Directors of The Ryland Group, Inc. (the 
"Company") declared a dividend of one common share purchase right (a "Right") 
for each outstanding share of common stock, par value $1.00 per share (the 
"Common Shares"), of the Company.  The dividend was payable on January __, 
1997 (the "Effective Date") to the stockholders of record on that date.  Each 
Right entitles the registered holder to purchase from the Company one Common 
Share at a price of $70 per share (the "Purchase Price"), subject to 
adjustment.  The description and terms of the Rights are set forth in a Rights 
Agreement (the "Rights Agreement") between the Company and ChaseMellon 
Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"), dated as 
of October __, 1996.

    Until the earlier to occur of (i) 10 days following a public announcement 
that a person or group of affiliated or associated persons (an "Acquiring 
Person") acquired, or obtained the right to acquire, beneficial ownership of 
20% or more of the outstanding Common Shares or (ii) 10 days following the 
commencement or announcement of an intention to make a tender offer or 
exchange offer the consummation of which would result in a Person, together 
with its Affiliates and Associates, becoming the beneficial owner of 20% or 
more of such outstanding Common Shares (the earlier of such dates being called 
the "Distribution Date"), the Rights will be evidenced, with respect to any of 
the Common Share certificates outstanding as of the Record Date, by such 
Common Share certificate with a copy of this Summary of Rights attached 
thereto.  An Acquiring Person is defined as any Person or group of affiliated 
or associated persons, other than employee benefit plans of the Company and 
its subsidiaries.  The Rights Agreement provides that, until the Distribution 
Date, the Rights will be transferred with and only with the Common Shares.  
Until the Distribution Date (or earlier redemption or expiration of the 
Rights), new Common Share certificates issued after the Record Date upon 
transfer or new issuance of the Common Shares will contain a notation 
incorporating the Rights Agreement by reference.  Until the Distribution Date 
(or earlier redemption or expiration of the Rights), the surrender for 
transfer of any certificates for Common Shares outstanding as of the Record 
Date, even without such notation or a copy of this Summary of Rights being 
attached thereto, will also constitute the transfer of the Rights associated 
with the Common Shares represented by such certificate.  As soon as 
practicable following the Distribution Date, separate certificates evidencing 
the Rights ("Right Certificates") will be mailed to holders of record of the 
Common Shares as of the close of business on the Distribution Date and such 
separate Right Certificates alone will evidence the Rights.

    The Rights are not exercisable until the Distribution Date.  The Rights 
will expire on the tenth (10th) anniversary of the Effective Date, unless 
earlier redeemed by the Company as described below.




    In the event that the Company were acquired in a merger or other business 
combination transaction or 50% or more of its consolidated assets or earning 
power were sold, proper provision will be made so that each holder of a Right 
shall thereafter have the right to receive, upon the exercise thereof at the 
then current exercise price of the Right, that number of shares of common 
stock of the acquiring company which at the time of such transaction would 
have a market value of two times the exercise price of the Right.  In the 
event that the Company were the surviving corporation in a merger and the 
Common Shares were not changed or exchanged, or in the event that any person, 
alone or together with its affiliates and associates, becomes the beneficial 
owner of 20% or more of the Common Shares then outstanding and hence an 
Acquiring Person (other than pursuant to a tender offer or exchange offer for 
all outstanding Common Shares which is determined by a majority of the members 
of the Board of Directors who are not officers of the Company and who are not 
representatives, nominees, affiliates or associates of an Acquiring Person, to 
be fair and in the best interest of stockholders) or in the event that an 
Acquiring Person engages in one of a number of self-dealing transactions 
specified in the Rights Agreement (a "Flip-In-Event"), proper provision will 
be made so that each holder of a Right, other than Rights that were or are 
beneficially owned by the Acquiring Person (which will thereafter be null and 
void), will thereafter have the right to receive upon exercise that number of 
Common Shares having a market value of two times the exercise price of the 
Right.  However, Rights are not exercisable following the occurrence of any of 
the events set forth above until such time as the Rights are no longer 
redeemable by the Corporation as set forth below.

    With certain exceptions, no adjustment in the Purchase Price will be 
required until cumulative adjustments require an adjustment of at least 1% in 
the Purchase Price.  No fractional Common Shares will be issued and in lieu 
thereof, a payment in cash will be made based on the market price of the 
Common Shares on the last trading date prior to the date of exercise.

    At any time after any person becomes an Acquiring Person, the Board of 
Directors of the Company may, at its option, exchange all or part of the then 
outstanding and exercisable Rights (excluding Rights of an Acquiring Person 
that have become void) for Common Shares at an exchange ratio of one Common 
Share per Right, appropriately adjusted to reflect any stock split, stock 
dividend or similar transaction occurring after the date hereof.  
Notwithstanding the foregoing, the Board of Directors shall not be empowered 
to effect such exchange at any time after any Acquiring Person, together with 
all Affiliates and Associates of such Person, becomes the Beneficial Owner of 
50% or more of the Common Shares then outstanding.

    At any time prior to the earlier of ten days following the Share 
Acquisition Date or the date the Rights expire, the Rights are redeemable at 
the election of a majority of the board of directors of the Company (including 
a majority of the Disinterested Directors), in whole, but not in part, at a 
price of $.01 per Right.




    The term "Disinterested Directors" means any member of the Board of 
Directors of the Company who while a member of the Board is not (i) an 
Acquiring Person or representative, Affiliate or Associate thereof or (ii) any 
other Person or representative, Affiliate or Associate thereof who has stated 
an intent to take or consider taking any action which would result in such 
Person becoming an Acquiring Person or which would cause a Triggering Event.

    Until a Right is exercised, the holder thereof, as such, will have no 
rights as a stockholder of the Company, including, without limitation, the 
right to vote or to receive dividends.  While the distribution of the Rights 
will not be taxable to stockholders or to the Company, stockholders may, 
depending upon the circumstances, recognize taxable income in the event that 
the Rights become exercisable for Common Stock (or other consideration) of the 
Company or for common stock of the acquiring company as set forth above.

    Other than those provisions relating to the principal economic terms of 
the Rights, any of the provisions of the Rights Agreement may be amended by 
the Board of Directors of the Company prior to the Distribution Date, 
including, without limitation, any amendment deemed to be necessary or 
appropriate in light of any judicial or other legal developments, whether or 
not binding precedent in respect of the Rights Agreement.  After the 
Distribution Date, the provisions of the Rights Agreement may be amended by 
the Board (in certain circumstances, with the concurrence of the Disinterested 
Directors) in order to cure any ambiguity, to make changes which do not 
adversely affect the interest of holders of Rights (excluding the interests of 
any Acquiring Person), or to shorten or lengthen any time period under the 
Rights Agreement; provided, however, that no amendment to lengthen the time 
period governing redemption shall be made at such time as the Rights are not 
redeemable.  Without limiting any of the foregoing, at any time prior to a 
Person (other than certain employee benefit plans of the Company) becoming an 
Acquiring Person, the Board may amend the Rights Agreement to lower the 
threshold for exercisability of the Rights (and the determination of the 
existence of an Acquiring Person) from 20% to any percentage greater than the 
greater of (i) the largest percentage of outstanding Common Shares then known 
to the Company to be beneficially owned by any Person or group or affiliated 
or associated persons (other than employee benefit plans of the Company and 
its subsidiaries) and (ii) 10%.

    A copy of the Rights Agreement has been filed with the Securities and 
Exchange Commission as and Exhibit to the Company's Registration Statement on 
Form 8-A dated December __, 1996.  A copy of the Rights Agreement is available 
free of charge from the Company.  This summary description of the Rights does 
not purport to be complete and is qualified in its entirety by reference to 
the Rights Agreement, as amended, which is hereby incorporated herein by 
reference.

Dated:  October __, 1996