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RYLAND


»	We are one of the nation’s largest homebuilders and mortgage-finance companies. We have building operations in 25 markets across the U.S. We have built more than 205,000 homes. Our mortgage company has provided mortgage-financing and related services for more than 175,000 homebuyers.

NOTES


»	We are offering $150,000,000 aggregate principal amount of our 5 3/8% Senior Notes due 2008.

»	We will pay interest on the notes semi-annually in cash in arrears on June 1 and December 1 of each year, starting on December 1, 2003.

»	We may redeem some or all of the notes at any time prior to maturity at the redemption price described in this prospectus supplement. See “Description of Notes—Redemption.”

»	We expect to use approximately $106.4 million of the net proceeds from this offering to redeem, on or about July 11, 2003, all of our outstanding 8 1/4% Senior Subordinated Notes due 2008. Redemption of the 8 1/4% Senior Subordinated Notes requires the approval of the lenders under our 2002 revolving credit facility. We will use any net proceeds not used for redemption of the 8 1/4% Senior Subordinated Notes for general corporate purposes.

RANKING


»	The notes will be our direct, unsecured and unsubordinated obligations, ranking pari passu with all our other unsecured and unsubordinated indebtedness which is not guaranteed by or otherwise an obligation of one of our subsidiaries.

Before buying any notes, you should read the discussion of risks beginning on page S-2 of this prospectus supplement.

The underwriters have agreed to purchase the notes from Ryland at 99.031% of their principal amount for total proceeds to Ryland of approximately $148.5 million, before deducting expenses. The underwriters propose to offer the notes from time to time for sale in one or more negotiated transactions, or otherwise, at varying prices to be determined at the time of each sale.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The notes will be ready for delivery in book-entry-only form to The Depository Trust Company on or about June 5, 2003.

You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different information. We are not making any offer of these securities in any state where the offer is not permitted. You should not assume the information provided by this prospectus supplement, the accompanying prospectus or the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus supplement, the date on the front of the accompanying prospectus or the date of the applicable incorporated document, as the case may be.

This summary highlights information about this offering. It does not contain all of the information that may be important to you. You should read carefully the entire prospectus supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus before you decide to invest in the notes. When this prospectus supplement uses the words “Ryland,” “we,” “us,” and “our,” they refer to The Ryland Group, Inc. and its subsidiaries unless otherwise expressly stated or the context otherwise requires.

You should carefully consider the risks and uncertainties described below before purchasing the notes. While our most significant risks and uncertainties are described below, these are not the only risks that we face. If any of the following actually occurs, our business, financial condition or operating results could be materially harmed. You should carefully consider each of the risks and uncertainties below and all of the information in this prospectus supplement, the accompanying prospectus and the documents we refer you to in the section of this prospectus supplement titled “How to Obtain More Information.”

If real estate and economic conditions deteriorate, our revenue may decrease.

We are significantly affected by the cyclical nature of the homebuilding industry. This industry is sensitive to fluctuations in economic activity, interest rates and levels of consumer confidence. The effects of these fluctuations differ among the various geographic markets in which we operate. Higher interest rates may affect the ability of buyers to qualify for mortgage financing and decrease demand for new homes. As a result, rising interest rates generally will decrease our home sales and mortgage originations. Sales of new homes are also affected by market conditions for resale homes and rental properties. Our business is also affected by local economic conditions, such as employment rates and housing demand in the markets in which we build homes. Some of the markets in which we operate have at times in the past experienced a significant decline in housing demand. We cannot assure you that declines will not occur in the future.

Inventory risk can be substantial for homebuilders like us. The market value of our land, building lots and housing inventories fluctuates significantly as a result of changing market and economic conditions. In addition, inventory carrying costs can be significant and can result in losses in poorly performing projects or markets. In the event of significant changes in economic or market conditions, we may dispose of community inventories on a bulk or other basis which may result in a loss. In the course of our business, we must continuously seek and make acquisitions of land for expansion into new markets, as well as for replacement and expansion of land inventory within our current markets. Although we employ various measures, including our land approval process and continued review by senior management designed to manage inventory risks, we cannot assure you that these measures will enable us to avoid or eliminate our inventory risk.

Interest rates can significantly affect our lines of business. The level and expected direction of interest rates can adversely affect the sales of new homes, the profitability of sales, the rate of mortgage originations and refinancings and the value of and interest spread earned on mortgage-backed securities held-for-sale. Any of these could have an adverse impact on our results of operations or financial position.

Because our industry is highly competitive, others may be more successful at homebuilding and cause our business to decline.

The residential housing industry is highly competitive. We compete in each of our markets with a large number of national, regional and local homebuilding companies. Some of these companies are larger than us and have greater financial resources. In addition, an increase in the availability of capital and financing in recent years has made it easier for both large and small homebuilders to expand and enter new markets and has increased competition. This competition could make it more difficult to acquire suitable land at acceptable prices, force us to increase selling incentives or lower our sales per community. Any of these could have an adverse impact on our results of operations. We also compete with other housing alternatives, including existing homes and rental housing. Principal competitive

factors in homebuilding are home price, design, quality, reputation, relationship with developers, accessibility of subcontractors, availability and location of lots and availability of customer financing.

Our financial services segment competes with other mortgage bankers to arrange financing for home buyers and refinancing customers. Principal competitive factors include interest rates and other features of mortgage loan products available to the consumer.

Because our business is subject to various regulatory and environmental limitations, we may not be able to conduct our business as planned.

Our homebuilding segment is subject to various local, state and federal statutes, ordinances, rules and regulations concerning zoning, building design, construction and similar matters. These include local regulations which impose restrictive zoning and density requirements in order to limit the number of homes that can be built within the boundaries of a particular area. We may also experience periodic delays in homebuilding projects due to building moratoria in any of the areas in which we operate. Generally, moratoria relate to insufficient water or sewage facilities or inadequate roads or local services.

We are also subject to a variety of local, state and federal statutes, ordinances, rules and regulations concerning the protection of health and the environment. We are subject to a variety of environmental conditions that can affect our business and homebuilding projects. The particular environmental laws which apply to any given homebuilding site vary greatly according to the site’s location, environmental condition and the present and former uses of the site, and adjoining properties. Environmental laws and conditions may result in delays, may cause us to incur substantial compliance and other costs, and can prohibit or severely restrict homebuilding activity in certain environmentally sensitive regions or areas.

Our financial services segment is subject to the rules and regulations of HUD, FHA, VA, FNMA, FHLMC and GNMA with respect to originating, processing, selling and servicing mortgage loans. In addition, there are other federal and state statutes and regulations affecting these activities. These rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts. We are required to submit audited financial statements annually, and each regulatory entity has its own financial requirements. Our affairs are also subject to examination by these regulatory agencies at all times to assure compliance with applicable regulations, policies and procedures. Mortgage origination activities are subject to the Equal Credit Opportunity Act, Federal Truth-in-Lending Act and Real Estate Settlement Procedures Act and the associated regulations which prohibit discrimination and require the disclosure of certain information to mortgagors concerning credit and settlement costs.

The climates and geology of many of the states in which we operate present increased risks of natural disasters. To the extent that hurricanes, severe storms, earthquakes, droughts, floods, wildfires or other natural disasters or similar events occur, our business in those states may be adversely affected.

At March 31, 2003, we had total consolidated homebuilding debt of approximately $491 million and a ratio of total consolidated homebuilding debt to stockholders’ equity of approximately 0.7 to 1.0. Of this amount, $247 million was senior indebtedness. In addition, at March 31, 2003, our financial services subsidiaries had outstanding debt of $39 million and our limited-purpose subsidiaries had outstanding non-recourse debt of $11 million.

Our ability to meet our debt service obligations will depend on our future performance, which, in turn, will be subject to general economic conditions and to financial, competitive, business and other factors. Many of these factors are beyond our control. Our use of debt could restrict our flexibility in responding to changing business and economic conditions. If we are unable to generate sufficient cash flow from operations to service our debt, we may be required to seek refinancing for all or a portion of that debt or to obtain additional financing. We cannot assure you that refinancing would be possible or that we could obtain any additional financing on terms that are favorable or acceptable.

Our unsecured revolving credit facility, other senior debt and senior subordinated debt instruments contain financial covenants that may restrict our operations. Significant losses in our homebuilding segment could result in the violation of one or more of these covenants. Our revolving credit facility is guaranteed by our homebuilding subsidiaries.

A significant portion of our homebuilding operations and all of our financial services business are conducted through subsidiaries. Accordingly, we derive a significant portion of our operating income and cash flows from our homebuilding and financial services subsidiaries, and rely on these subsidiaries to generate the funds necessary to satisfy our debt obligations. The ability of our subsidiaries to pay dividends or otherwise make payments to us will be subject to, among other things, applicable state laws. In addition, the ability of our financial services segment to provide funds to us is subject to certain restrictions in its debt instruments. We cannot assure you that we will be able to realize from these subsidiaries any funds required to meet our debt obligations.

The indebtedness of our existing financial services subsidiary and the non-recourse indebtedness of our limited-purpose subsidiaries is structurally senior to the notes.

Our financial services segment and a significant portion of our homebuilding operations are conducted through subsidiaries. Our right to receive assets of these subsidiaries upon the liquidation or recapitalization of any subsidiaries will be subject to the claims of the subsidiaries’ creditors, except to the extent that we are recognized as a creditor of the subsidiary. If we are recognized as a creditor, our claims would still be subject to any security interests in the assets of the subsidiary and any indebtedness of the subsidiary senior to its indebtedness to us. At March 31, 2003, we had outstanding $39 million of financial services subsidiary debt and $11 million of non-recourse limited-purpose subsidiary debt. All of this debt is structurally senior to any of the notes.

Because this prospectus supplement and the accompanying prospectus contain forward-looking statements, they may not prove to be accurate.

This prospectus supplement, the accompanying prospectus and the documents we incorporate by reference contain forward-looking statements. We generally identify forward-looking statements using words like “believe,” “intend,” “expect,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate” or similar statements. We base these statements on our beliefs as well as assumptions we made using information currently available to us. Because these statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual results may differ significantly from the results discussed in these forward-looking statements. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.

We estimate that we will receive $148.5 million in net proceeds from this offering, before deducting expenses. We expect to use approximately $106.4 million of the net proceeds from this offering to redeem all of our $100 million aggregate principal amount of 8 1/4% Senior Subordinated Notes due 2008. Our 8 1/4% Senior Subordinated Notes are currently redeemable at 104.125% of their principal amount, have an interest rate of 8 1/4% and, if not redeemed, would mature on April 1, 2008. Redemption of the 8 1/4% Senior Subordinated Notes requires the approval of the lenders under our 2002 revolving credit facility. We will use any net proceeds not used for redemption of the 8 1/4% Senior Subordinated Notes for general corporate purposes.

The following table sets forth our ratio of earnings to fixed charges for the three months ended March 31, 2003 and for each of the last five years ended December 31.

The ratio of our earnings to fixed charges is computed on a consolidated basis. The ratio of earnings to fixed charges includes the earnings and fixed charges of Ryland Mortgage Company and subsidiaries and our limited-purpose subsidiaries. For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings from continuing operations before income taxes plus fixed charges. Fixed charges include interest on indebtedness (whether expensed or capitalized), amortization of debt discounts and premiums and the portion of rent expense we believe to be representative of interest.

In addition, we adopted the provisions of SFAS 145, with respect to the rescission of Statement 4, in the third quarter of 2002. As a result, $5.5 million and $7.2 million of costs associated with the early extinguishment of long-term debt, previously classified as extraordinary items in 1998 and 2001, respectively, are currently included in homebuilding interest expense. Accordingly, the effect of such reclassifications has been reflected in the computation of the 1998 and 2001 ratios.

The following description of the terms of the notes we are offering supplements, and to the extent it is inconsistent, replaces the descriptions of the general terms and provisions of our notes under the heading “Description of Debt Securities” in the accompanying prospectus. Certain terms used in the following description are defined either in this prospectus supplement under the caption “—Certain Definitions” or in the accompanying prospectus.

The notes will be general unsecured, senior debt of Ryland, will be issued in fully registered form in denominations that are integral multiples of $1,000, and will constitute a single series of debt securities for the purposes of the indenture. The notes are initially being offered in the principal amount of $150 million. We may, without the consent of the holders, increase this principal amount in the future, on the same terms and conditions and with the same CUSIP numbers as the notes offered hereby. The notes offered by this prospectus supplement and additional notes, if any, will be treated as a single series of senior debt securities under the indenture and referred to collectively as the “notes.” “Additional notes,” if any, are notes issued under the indenture after the date of issuance.

We are issuing the notes under an indenture dated as of June 28, 1996, between Ryland and JPMorgan Chase Bank, as trustee, as supplemented by an officers’ certificate or resolutions containing the terms of the notes adopted by our board of directors or an authorized committee of our board of directors. When we describe the indenture, we include the terms contained in the officers’ certificate or resolutions in our description. The notes are subject to all of these terms and you should read the indenture for a full description of them.

The following description of the notes and the indenture are summaries and do not purport to be complete. These summaries are qualified in their entirety by express reference to the indenture. A copy of the indenture is on file with the SEC.

The notes will bear interest from June 5, 2003 at the rate shown on the cover page of this prospectus supplement, payable semi-annually on June 1 and December 1 of each year, which dates we refer to as the “interest payment dates.” The first interest payment date will be December 1, 2003. Payments will be made to holders of record of the notes at the close of business on the May 15 and November 15 immediately preceding each interest payment date. The notes will mature on June 1, 2008. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. There is no sinking fund applicable to the notes.

In connection with the notes, we have not agreed to any financial covenants or any restrictions on the payment of dividends or the issuance or repurchase of our securities. We have agreed to no covenants or other provisions to protect holders of the notes in the event of a highly leveraged transaction or a change in control transaction.

We may, at our option, redeem the notes in whole at any time or in part from time to time, on at least 30 but not more than 60 days’ prior notice, at a redemption price equal to the greater of:


»	100% of their principal amount, and

»	the present value of the Remaining Scheduled Payments (as defined below) on the notes being redeemed, discounted to the date of redemption, on a semiannual basis, at the Treasury Rate (as defined below) plus 30 basis points (0.30%).

We will also pay accrued interest on the notes being redeemed to the date of redemption. In determining the redemption price and accrued interest, interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

If money sufficient to pay the redemption price of and accrued interest on the notes to be redeemed is deposited with the trustee on or before the redemption date, on and after the redemption date interest will cease to accrue on the notes (or such portions thereof) called for redemption and such notes will cease to be outstanding.

“Comparable Treasury Issue” means the United States Treasury security selected by the Reference Treasury Dealer (as defined below) as having a maturity comparable to the remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the notes.

“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third business day preceding such redemption date, as set forth in the daily

statistical release (or any successor release) published by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m. Quotations for U.S. Government Securities” or (2) if such release (or any successor release) is not published or does not contain such price on such business day, (A) the average of the Reference Treasury Dealer Quotations (as defined below), after excluding the highest and lowest such Reference Treasury Dealer Quotations for such redemption date, or (B) if the trustee obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.

“Reference Treasury Dealer” means (A) UBS Warburg LLC (or an affiliate thereof which is a Primary Treasury Dealer), and its successors; provided, however, that if the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by us.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the trustee by such Reference Treasury Dealer at 5:00 p.m. on the third business day preceding such redemption date.

“Remaining Scheduled Payments” means, with respect to any note, the remaining scheduled payments of the principal (or of the portion) thereof to be redeemed and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such note, the amount of the next succeeding scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to such redemption date.

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

The notes will be represented by one or more global registered securities, registered in the name of a nominee of The Depositary Trust Company, or DTC, as depositary. The provisions set forth under “Description of Debt Securities—Global Securities” in the accompanying prospectus will be applicable to the notes. Accordingly, ownership of interests in the global securities will be shown on, and transfers of notes will be effected only through, records maintained by DTC or its nominee and on the records of participants in DTC. Except as otherwise described under “Description of Debt Securities—Global Securities” in the accompanying prospectus, owners of beneficial interests in the global securities will not be entitled to receive notes in definitive form and will not be considered the holders of notes.


»	a limited-purpose trust company organized under New York Banking Law;

»	a “banking corporation” within the meaning of the New York Banking Law;

»	a member of the Federal Reserve System;

»	a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and

»	a “clearing agency” registered under the Securities Exchange Act of 1934, as amended.

DTC holds securities that persons having accounts with DTC deposit with it. DTC also facilitates the clearance and settlement of securities transactions among its participants in securities through electronic book-entry changes in accounts of the participants, eliminating the need for physical movement of securities certificates. DTC’s participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of whom own DTC. Access to DTC’s book-entry system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly.

Under the terms of the indenture, we and the trustee will treat the persons in whose names the notes are registered as the owners of the notes for the purpose of receiving payment of the principal of and interest on the notes and for all other purposes whatsoever. Therefore, neither we, the trustee nor any paying agent has any direct responsibility or liability for the payment of principal of, or interest on, the notes to owners of beneficial interests in the global securities. DTC has advised us and the trustee that its current practice is, upon receipt of any payment of principal or interest, to credit the accounts of the participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in the global securities as shown in DTC’s records. Payments by participants and indirect participants to owners of beneficial interests in the global securities will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the responsibility of the participants or indirect participants.

Under the terms of the notes, we will not, and will not cause or permit a Restricted Subsidiary (as defined below) to, create, incur, assume or guarantee any Secured Debt (as defined below) unless the notes will be secured equally and ratably with (or prior to) such Secured Debt, with certain exceptions. This restriction does not prohibit the creation, incurrence, assumption or guarantee of Secured Debt which is secured by:


(1)	Security Interests (as defined below) on model homes, homes held for sale, homes that are under contract for sale, contracts for the sale of homes, land (improved or unimproved), manufacturing plants, warehouses or office buildings and fixtures and equipment located thereat, or thereon;

(2)	Security Interests on property at the time of its acquisition by us or a Restricted Subsidiary, which Security Interests secure obligations assumed by us or a Restricted Subsidiary, or on the property of a corporation or other entity at the time it is merged into or consolidated with us or a Restricted Subsidiary (other than Secured Debt created in contemplation of the acquisition of such property or the consummation of such a merger or where the Security Interest attaches to or affects our property or the property of a Restricted Subsidiary prior to such transaction);

(3)	Security Interests arising from conditional sales agreements or title retention agreements with respect to property acquired by us or a Restricted Subsidiary; and

(4)	Security Interests securing Indebtedness (as defined below) of a Restricted Subsidiary owing to us or to another Restricted Subsidiary that is wholly-owned (directly or indirectly) by us.

Additionally, such permitted Secured Debt includes any amendment, restatement, supplement, renewal, replacement, extension, refinancing or refunding, in whole or in part, of Secured Debt permitted at the time of the original incurrence thereof.

In addition, we and our Restricted Subsidiaries may create, incur, assume or guarantee Secured Debt, without equally or ratably securing the notes, if immediately thereafter the sum of (1) the aggregate

principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) above and any Secured Debt in relation to which the notes have been secured equally and ratably (or prior to)) and (2) all Attributable Debt (as defined below) in respect of Sale and Leaseback Transactions (as defined below) (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) under “Restrictions on Sale and Leaseback Transactions”) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets (as defined below).

The provisions described above with respect to limitations on Secured Debt are not applicable to Non-Recourse Land Financing (as defined below) by virtue of the definition of Secured Debt, and will not restrict or limit our or our Restricted Subsidiaries’ ability to create, incur, assume or guarantee any unsecured Indebtedness, or the ability of any subsidiary which is not a Restricted Subsidiary to create, incur, assume or guarantee any secured or unsecured Indebtedness.


(1)	notice is promptly given to the trustee of the Sale and Leaseback Transaction;

(2)	fair value is received by us or the relevant Restricted Subsidiary for the property sold (as determined in good faith pursuant to a resolution of the Board of Directors of Ryland delivered to the trustee); and

(3)	we or a Restricted Subsidiary, within 365 days after the completion of the Sale and Leaseback Transaction, apply an amount equal to the net proceeds therefrom either:


	»	to the redemption, repayment or retirement of debt securities of any series under the indenture (including the cancellation by the trustee of any debt securities of any series delivered by Ryland to the trustee) or Senior Indebtedness (as defined below) of Ryland, or

	»	to the purchase by us or any Restricted Subsidiary of property substantially similar to the property sold or transferred.

In addition, we and our Restricted Subsidiaries may enter into a Sale and Leaseback Transaction if immediately thereafter the sum of (1) the aggregate principal amount of all Secured Debt outstanding (excluding Secured Debt permitted under clauses (1) through (4) described in “Restrictions on Secured Debt” above or Secured Debt in relation to which the notes have been secured equally and ratably (or prior to)) and (2) all Attributable Debt in respect of Sale and Leaseback Transactions (excluding Attributable Debt in respect of Sale and Leaseback Transactions satisfying the conditions set forth in clauses (1), (2) and (3) above) as of the date of determination would not exceed 20% of Consolidated Net Tangible Assets.


(1)	the person is a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia;

(2)	the person assumes by supplemental indenture all the obligations of Ryland relating to the notes; and


(3)	immediately after the transaction no event of default with respect to the notes, and no event which, after notice or lapse of time or both, would become an event of default with respect to the notes, shall have occurred and be continuing.

Upon any such consolidation, merger, conveyance, transfer or lease, the successor corporation will be substituted for us under the indenture. The successor corporation may then exercise every power and right of ours under the indenture, and we will be released from all of our liabilities and obligations in respect of the notes and the indenture. If we lease all or substantially all of our assets, the lessee corporation will be the successor to us and may exercise every power and right of ours under the indenture, but we will not be released from our obligations to pay the principal of and premium, if any, and interest, if any, on the notes.


»	default for a period of 30 days in payment of any interest on any note when due;

»	default in payment of principal of, or premium, if any, on, any note when due;

»	default in performance of any other agreement or covenant in the indenture with respect to the notes or in the notes which continues for 60 days after written notice to us by the trustee or by the holders of at least 25% in principal amount of the notes;

»	the occurrence of any event that results in the acceleration of any of our or our Restricted Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $10 million or more in the aggregate;

»	default in the payment of any principal or interest in respect of any of our or our Restricted Subsidiaries’ Indebtedness, other than Non-Recourse Indebtedness, that has an outstanding principal amount of $20 million or more and the continuation of that default for ten business days from the date the principal or interest payment became due and payable, after giving effect to any applicable grace period provided for in the documents governing the indebtedness; and

»	certain events of bankruptcy, insolvency or reorganization.

Upon satisfaction of the requirements described below, we may terminate all of our obligations under the notes and the indenture, known as legal defeasance, other than our obligation:


»	to maintain a registrar and paying agents and hold moneys for payment in trust;

»	to register the transfer or exchange of the notes; and

»	to replace mutilated, destroyed, lost or stolen notes.

In addition, we may terminate our obligations to comply with restrictive covenants, known as covenant defeasance, relating to restrictions on our ability to incur Secured Debt, enter into Sale and Leaseback Transactions, or merge, consolidate or transfer substantially all of our assets, and the operation of the cross default and cross acceleration provisions of the notes. This termination is known as covenant defeasance.

We may exercise our legal defeasance option even if we have previously exercised our covenant defeasance option. If we exercise either defeasance option, payment of the notes may not be accelerated because of the occurrence of events of default.

To exercise either defeasance option, we must irrevocably deposit in trust with the trustee money and/or obligations backed by the full faith and credit of the U.S. that will provide money in an amount sufficient in the written opinion of a nationally recognized firm of independent public accountants to pay the principal of, premium, if any, and each installment of interest on the outstanding notes. We may establish this trust only if, among other things:


»	no event of default, or event that with the passing of time or the giving of notice, or both, would constitute an event of default, shall have occurred or be continuing;

»	we have delivered to the trustee an opinion of counsel to the effect that the deposit shall not cause the trust so created to be subject to the Investment Company Act of 1940, as amended;

»	in the case of legal defeasance, we have delivered to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the Internal Revenue Service a ruling or there has been a change in law, which in the opinion of our counsel, provides that the holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same time as would have been the case if such deposit, defeasance and discharge had not occurred;

»	in the case of covenant defeasance, we have delivered to the trustee an opinion of counsel to the effect that the holders of the notes will not recognize gain or loss for federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to federal income tax on the same amount, in the same manner and at the same time as would have been the case if such deposit, defeasance and discharge had not occurred; and

»	we satisfy other customary conditions precedent described in the indenture.

“Attributable Debt” means, in respect of a Sale and Leaseback Transaction, the present value (discounted at the weighted average effective interest cost per annum of the outstanding debt securities of all series, compounded semiannually) of the obligation of the lessee for rental payments during the remaining term of the lease included in such transaction, including any period for which such lease has been extended or may, at the option of the lessor, be extended or, if earlier, until the earliest date on which the lessee may terminate such lease upon payment of a penalty (in which case the obligation of the lessee for rental payments shall include such penalty), after excluding all amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water and utility rates and similar charges.

“Capital Stock” of any Person means any and all shares, interests, participations or other equivalents of interest in (however designated) the equity of such Person, including, without limitation, common stock, preferred stock and partnership and joint venture interests.

“Capitalized Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under a lease that is required to be capitalized for financial reporting purposes in accordance with generally accepted accounting principles, and the amount of such obligations will be the capitalized amount thereof determined in accordance with generally accepted accounting principles.

“Common Stock” of any Person means all Capital Stock of the Person that is generally entitled to (1) vote in the election of directors of the Person or (2) if the Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management and policies of the Person.

“Consolidated Net Tangible Assets” means the total amount of assets which would be included on a combined balance sheet of the Restricted Subsidiaries (not including Ryland) together with the total amount of assets that would be included on Ryland’s balance sheet, not including its Subsidiaries, under generally accepted accounting principles (less applicable reserves and other properly deductible items) after deducting therefrom:


(1)	all short-term liabilities, except for liabilities payable by their terms more than one year from the date of determination (or renewable or extendible at the option of the obligor for a period ending more than one year after such date) and liabilities in respect of retiree benefits other than pensions for which the Restricted Subsidiaries are required to accrue pursuant to Statement of Financial Accounting Standards No. 106;

(2)	investments in Subsidiaries that are not Restricted Subsidiaries; and

(3)	all goodwill, trade names, trademarks, patents, unamortized debt discount, unamortized expense incurred in the issuance of debt and other tangible assets.

“Financial Services Subsidiary” means a Subsidiary engaged in mortgage banking (including mortgage origination, loan servicing, mortgage brokerage and title and escrow businesses), master servicing and related activities, including, without limitation, a Subsidiary which facilitates the financing of mortgage loans and mortgage-backed securities and the securitization of mortgage-backed bonds and other related activities.

“Indebtedness” means, without duplication, (1) any liability of any Person (A) for borrowed money, or (B) evidenced by a bond, note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any businesses, properties or assets of any kind (other than a trade payable or a current liability arising in the ordinary course of business), or (C) for the payment of money relating to a Capitalized Lease Obligation or (D) for all Redeemable Capital Stock valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (2) any liability of others described in the preceding clause (1) that such Person has guaranteed or that is otherwise its legal liability; (3) all Indebtedness referred to in (but not excluded from) clauses (1) and (2) above of other Persons and all dividends of other persons, the payment of which is secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Security Interest upon or in property (including, without limitation, accounts and contract rights) owned by such person, even though such person has not assumed or become liable for the payment of such Indebtedness; and (4) any amendment, supplement, modification, deferral, renewal, extension, refinancing or refunding of any liability of the types referred to in clauses (1), (2) and (3) above.

“Non-Recourse Indebtedness” means our or any of our Subsidiaries’ Indebtedness or other obligations secured by a lien on property to the extent that the liability for the Indebtedness or other obligations is limited to the security of the property without liability for any deficiency, including liability by reason of any agreement between us or any Subsidiary to provide additional capital or maintain the financial condition of or otherwise support the credit of the Subsidiary incurring the Indebtedness.

“Non-Recourse Land Financing” means any Indebtedness of Ryland or any Restricted Subsidiary for which the holder of such Indebtedness has no recourse, directly or indirectly, to Ryland or such Restricted Subsidiary for the principal of, premium, if any, and interest on such Indebtedness, and for which Ryland or such Restricted Subsidiary is not, directly or indirectly, obligated or otherwise liable for the principal of, premium, if any, and interest on such Indebtedness, except pursuant to mortgages, deeds of trust or other Security Interests or other recourse, obligations or liabilities in respect of specific land or other real property interests of ours or such Restricted Subsidiary; provided that recourse, obligations or liabilities of ours or such Restricted Subsidiary solely for indemnities,

covenants or breaches of warranty representation or covenant in respect of any Indebtedness will not prevent Indebtedness from being classified as Non-Recourse Land Financing.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision of any of the foregoing.

“Redeemable Capital Stock” means any capital stock of any Person that, either by its terms, by the terms of any security into which it is convertible or exchangeable or otherwise, (1) is or upon the happening of an event or passage of time would be required to be redeemed on or prior to the final stated maturity of the securities or (2) is redeemable at the option of the holder thereof at any time prior to such final stated maturity or (3) is convertible into or exchangeable for debt securities at any time prior to such final stated maturity.

“Restricted Subsidiary” means any Subsidiary of Ryland which is not a Financial Services Subsidiary.

“Sale and Leaseback Transaction” means a sale or transfer made by us or a Restricted Subsidiary (except a sale or transfer made to Ryland or another Restricted Subsidiary) of any property which is either (a) a manufacturing facility, office building or warehouse whose book value equals or exceeds 1% of Consolidated Net Tangible Assets as of the date of determination or (b) another property (not including a model home) which exceeds 5% of Consolidated Net Tangible Assets as of the date of determination, if such sale or transfer is made with the agreement, commitment or intention of leasing such property to Ryland or a Restricted Subsidiary.

“Secured Debt” means any Indebtedness which is secured by (i) a Security Interest in any of our property or the property of any Restricted Subsidiary or (ii) a Security Interest in shares of stock owned directly or indirectly by us or a Restricted Subsidiary in a corporation or in equity interests owned by us or a Restricted Subsidiary in a partnership or other entity not organized as a corporation or in our rights or the rights of a Restricted Subsidiary in respect of Indebtedness of a corporation, partnership or other entity in which we or a Restricted Subsidiary has an equity interest; provided that “Secured Debt” shall not include Non-Recourse Land Financing that consists exclusively of “land under development,” “land held for future development” or “improved lots and parcels,” as such categories of assets are determined in accordance with generally accepted accounting principles. The securing in the foregoing manner of any such Indebtedness which immediately prior thereto was not Secured Debt shall be deemed to be the creation of Secured Debt at the time security is given.

“Security Interest” means any mortgage, pledge, lien, encumbrance or other security interest which secures the payment or performance of an obligation.

“Senior Indebtedness” means the principal of (and premium, if any, on) and interest on (including interest accruing after the occurrence of an Event of Default or after the filing of a petition initiating any proceeding pursuant to any bankruptcy law whether or not such interest is an allowable claim in any such proceeding) and other amounts due on or in connection with any of our Indebtedness, whether outstanding on the date hereof or hereafter created, incurred or assumed, unless, in the case of any particular Indebtedness, the instrument creating or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness shall not be senior in right of payment to the debt securities under the indenture. Notwithstanding the foregoing, “Senior Indebtedness” shall not include (1) our Indebtedness that is expressly subordinated in right of payment to any of our Senior Indebtedness, (2) our Indebtedness that by operation of law is subordinate to any of our general unsecured obligations, (3) our Indebtedness to any Subsidiary, (4) Indebtedness incurred in violation of the restrictions described under “Restrictions on Secured Debt” and “Restrictions on Sale and Lease-back Transactions,” (5) to the extent it might constitute Indebtedness, any liability for

federal, state or local taxes or other taxes, owed or owing by us, and (6) to the extent it might constitute Indebtedness, trade account payables owed or owing by us.

“Subsidiary” means any (1) corporation the majority of the Common Stock of which is owned, directly or indirectly, by us or one of our Subsidiaries and (2) entity other than a corporation the majority of the Common Stock of which is owned, directly or indirectly, by us or one of our Subsidiaries.

Under the terms and subject to the conditions contained in an underwriting agreement dated the date hereof, the underwriters named below, have severally agreed to purchase, and we have agreed to sell to them, severally, the principal amount of notes listed opposite their respective names:

Under the terms and conditions of the underwriting agreement, the underwriters must buy all of the notes if they buy any of them. The underwriting agreement provides that the obligations of the underwriters pursuant thereto are subject to certain conditions. The underwriters will sell the notes to the public when and if the underwriters buy the notes from us.

The underwriters have advised us that they propose to offer the notes from time to time for sale in one or more negotiated transactions, or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The underwriters may effect such transactions by selling the notes to or through dealers, and such dealers may receive compensation in the form of underwriting discounts, concessions or commissions from the underwriters and/or the purchasers of the notes for whom they may act as agent. The underwriters and any dealers that participate with the underwriters in the distribution of the notes may be deemed to be underwriters, and any discounts or commissions received by them and any profit on the resale of the notes by them may be deemed to be underwriting discounts or commissions, under the Securities Act of 1933, as amended.

We have been advised by the underwriters that they intend to make a market in the notes but they are not obligated to do so and may stop their market making at any time. Liquidity of the trading markets for the notes cannot be assured.

In order to facilitate the offering of the notes, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the notes. Specifically, the underwriters may over-allot in connection with the offering, creating a short position in the notes for their own accounts. In addition, to cover over-allotments or to stabilize the price of the notes, the underwriters may bid for, and purchase, the notes in the open market. Finally, the underwriters may reclaim selling concessions allowed to a particular dealer for distributing the notes in the offering if the dealer repurchases previously distributed notes in transactions to cover short positions, in stabilization transactions or otherwise. Any of these activities may stabilize or maintain the market price of the notes above independent market levels. The underwriters are not required to engage in these activities and may end any of these activities at any time. These transactions may be effected in the over-the-counter market or elsewhere.

We expect that delivery of the notes will be made against payment for the notes on or about the closing date specified on the cover page of this prospectus supplement, which will be the fifth business day following the date of pricing of the notes (the settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. In addition, notes that trade in the same-day funds settlement system of DTC often settle on the trade date. Assuming that trades in the notes settle on the

trade date, purchasers who wish to trade notes on the date of pricing or the next succeeding four business days will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next succeeding four business days should consult their own advisors.

We estimate that the expenses we will incur in connection with the sale of the notes, other than underwriting discounts, will be $200,000. This estimate includes registration fees, printing costs, rating agency fees, trustees’ fees and accounting and legal fees, among other expenses.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

In the ordinary course of their respective businesses, the underwriters and certain of their affiliates have in the past and may in the future engage in investment and commercial banking or other transactions of a financial nature with us or our affiliates, including the provision of certain advisory services and the making of loans to us and our affiliates. Affiliates of each of Wachovia Securities, Inc. and Banc One Capital Markets, Inc. are lenders under credit facilities maintained by Ryland and/or its subsidiaries.

Piper Rudnick LLP, Baltimore, Maryland, will provide us with an opinion as to legal matters in connection with the notes we are offering. Simpson Thacher & Bartlett, New York, New York, will pass upon certain legal matters for the underwriters.

The consolidated financial statements of The Ryland Group, Inc. incorporated by reference in The Ryland Group, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2002 and the related financial statement schedule included therein, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus supplement. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed:


»	Our Annual Report on Form 10-K for the year ended December 31, 2002; and

»	Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003.

We will provide copies of these documents, other than exhibits, free of charge, to any person who receives this prospectus supplement. To request a copy, you should contact our corporate secretary at our headquarters which are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302, telephone number (818) 223-7500.

We will provide the specific terms for each of these securities in supplements to this prospectus. You should read carefully this prospectus and any supplement before you invest.

Our common stock is listed on the New York Stock Exchange under the symbol “RYL.”

You should carefully consider the risk factors beginning on page 5 of this prospectus before purchasing any of the securities offered by this prospectus.

This prospectus may not be used to complete sales of securities unless it is accompanied by a prospectus supplement.

Neither the SEC nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This summary highlights information from this prospectus. Because this is a summary, it may not contain all the information you should consider before investing in the securities we are offering. You should read this entire prospectus and any supplement carefully. You should also read the documents listed below in “How to Obtain More Information” for information about us and our financial statements.

We are one of the nation’s largest homebuilders and mortgage-finance companies. We have building operations in 21 markets across the U.S. We have built more than 195,000 homes. Our mortgage company has provided mortgage-financing and related services for more than 170,000 homebuyers. Our operations span the significant aspects of the home-buying process — from design, construction and sale of single-family homes to mortgage financing, title insurance, settlement, escrow and homeowners insurance services. We believe our geographic diversity, financial strength, decentralized operating structure and market-proven strategies are critical elements of our success. Together, they enhance our ability to take advantage of growth opportunities and provide maximum value for homebuyers in a variety of markets.

We are a Maryland corporation. Our headquarters are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302. Our telephone number is (818) 223-7500.

This prospectus is part of a registration statement (No. 333-100167) that we filed with the SEC using a “shelf” registration process. Under this shelf process, we may offer, from time to time, in one or more offerings:


	•	our debt securities;

	•	shares of our common stock;

	•	shares of our preferred stock;

	•	shares of our preferred stock represented by depositary shares;

	•	stock purchase units or stock purchase contracts; or

	•	warrants to purchase our debt securities, common stock or preferred stock.

The total offering price of these securities will not exceed $250,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus supplement that will describe the specific amounts, prices and terms of the securities we offer. The prospectus supplement also may add, update or change information contained in this prospectus.

We may sell the securities to or through underwriters, dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will provide the names of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements with them. See “Plan of Distribution.”

We may offer unsecured general obligations of our company, which may be senior debt securities, subordinated debt securities or convertible debt securities. The senior debt securities will have the same rank as all our other unsecured, unsubordinated debt. The subordinated debt securities will be entitled to payment only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made.

The debt securities will be issued under an indenture between us and the trustee or trustees we name in the prospectus supplement. We have summarized certain general features of the debt securities from the indentures, which are or will be exhibits to the registration statement of which this prospectus is a part. We encourage you to read the indentures and our recent periodic and current reports that we file with the SEC. We provide directions on how to obtain copies of these reports under “How to Obtain More Information.”

We may issue our common stock, $1.00 par value per share. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends declared by our board of directors, subject to the rights of preferred stockholders.

We may issue our preferred stock, $1.00 par value per share, in one or more series. Our board of directors will determine the dividend, voting, conversion and other rights of the series being offered and the terms and conditions of its offering and sale. We may also issue fractional shares of preferred stock that will be represented by depositary shares and depositary receipts.

We may issue stock purchase units and stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock or preferred stock at a future date or dates. We may determine the price of shares of common stock or preferred stock at the time we issue the stock purchase contracts or the price may be determined by referring to a specific formula described in the stock purchase contracts. We may issue the stock purchase contracts separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, preferred stock or debt obligations of third parties, including U.S. Treasury securities, which secure the holders’ obligations to purchase the common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa. These payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner.

We may issue warrants to purchase our debt securities, common stock or preferred stock. The applicable prospectus supplement will describe the details of the warrants.

We file annual, quarterly and special reports, proxy statements and other information with the SEC under the Exchange Act. The Exchange Act file number for our SEC filings is 1-8029. You may read any document we file at the SEC’s public reference rooms in Washington, D.C., and Chicago, Illinois. Please call the SEC toll free at 1-800-SEC-0330 for information about its public reference rooms. We file information electronically with the SEC. Our SEC filings are available from the SEC’s Internet site at http://www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically.

We have filed with the SEC a registration statement on Form S-3 and related exhibits under the Securities Act. This prospectus does not contain all of the information in the registration statement. We have omitted parts of the registration statement, as permitted by the rules and regulations of the SEC. You may inspect the registration statement, including exhibits, at the SEC’s public reference facilities or Internet site. Our statements in this prospectus about the contents of any contract or other document are not necessarily complete. You should refer to the copy of each contract or other document we have filed as an exhibit to the registration statement for complete information.

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information in documents that we file later with the SEC will automatically update and supersede information in this prospectus. We incorporate by reference the documents listed below and any future filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until this offering is completed:


	•	Our Annual Report on Form 10-K for the year ended December 31, 2001.

	•	Our Quarterly Reports on Form 10-Q for the three months ended March 31, 2002 and the three and six months ended June 30, 2002.

	•	Our Current Reports on Form 8-K filed August 9, 2002 and September 5, 2002.

	•	The description of our common stock contained in our Registration Statement on Form 8-A filed pursuant to the Exchange Act.

We will provide copies of these documents, other than exhibits, free of charge, to any person who receives this prospectus. To request a copy, you should contact our corporate secretary at our headquarters which are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302, telephone number (818) 223-7500

We furnish our stockholders with annual reports that contain audited financial statements and quarterly reports for the first three quarters of each year that contain unaudited interim financial information.

You should rely only on the information incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus or any prospectus supplement is accurate after the date on the front of the document.

The following table sets forth our ratio of earnings to fixed charges for each of the last five years ended December 31 and the six months ended June 30, 2002.

The ratio of our earnings to fixed charges is computed on a consolidated basis. On a consolidated basis, the ratios of earnings to fixed charges include the earnings and fixed charges of Ryland Mortgage Company and subsidiaries and our limited-purpose subsidiaries. For purposes of computing the ratio of earnings to fixed charges, earnings represent earnings from continuing operations before income taxes plus fixed charges. Fixed charges include interest on indebtedness (whether expensed or capitalized), amortization of debt discounts and premiums and the portion of rent expense we believe to be representative of interest.

Except as described in an accompanying prospectus supplement, we expect to use the net proceeds from the sale of the securities for general corporate purposes, which may include, among other things:


	•	working capital;

	•	capital expenditures;

	•	acquisitions;

	•	stock repurchases; and

	•	the repayment of outstanding indebtedness.

When we offer a particular series of securities, the prospectus supplement relating to that offering will describe the intended use of the net proceeds received from that offering. Pending the use of the net proceeds, we expect to invest the proceeds in short-term interest-bearing instruments or other debt securities.

You should carefully consider the following risk factors and the other information in this prospectus and any supplement before investing in our securities.

If real estate and economic conditions deteriorate, our revenue may decrease

Our financial services segment represents a smaller portion of our profits due to divestitures and other actions in recent years, placing greater dependence on our homebuilding segment

Our financial services segment was a significant source of profits in past years. However, in recent years we have repositioned this segment by:


	•	focusing on retail mortgage loan originations and improving the efficiency of these activities by establishing regional operating centers;

	•	divesting non-core assets and lines of business, including the sale of loan servicing rights;

	•	leveraging the relationship with our homebuilding segment to increase its capture rate for builder loans; and

	•	reaching mortgage customers directly at the point of sale through the use of technology.

As a result, our financial services segment contributed a much smaller percentage of our total operating earnings in recent years, and we expect this trend to continue in the future. As a result, our future results will be substantially dependent upon the performance of our homebuilding segment, and subject to the risks associated with that segment.

Because our industry is highly competitive, others may be more successful at homebuilding and cause our business to decline

The residential housing industry is highly competitive. We compete in each of our markets with a large number of national, regional and local homebuilding companies. Some of these companies are larger than us and have greater financial resources. In addition, the general increase in the availability of capital and financing in recent years has made it easier for both large and small homebuilders to expand and enter new markets and has increased competition. This competition could make it more difficult to acquire suitable land at acceptable prices, force us to increase selling incentives or lower our sales per community. Any of these could have an adverse impact on our results of operations. We also compete with other housing alternatives, including existing homes and rental housing. Principal competitive factors in homebuilding are home price, design, quality, reputation, relationship with developers, accessibility of subcontractors, availability and location of lots and availability of customer financing.

Because our business is subject to various regulatory and environmental limitations, we may not be able to conduct our business as planned

At June 30, 2002, we had total consolidated homebuilding debt of approximately $491 million and a ratio of total consolidated homebuilding debt to stockholders’ equity of approximately 0.8 to 1.0. Of this amount, $247 million was senior indebtedness. In addition, at June 30, 2002, our financial services subsidiaries had outstanding debt of $52 million and our limited-purpose subsidiaries had outstanding non-recourse debt of $13 million.

The rights of holders of any subordinated securities will be junior to our existing indebtedness and possibly all of our future borrowings

We will be required to pay all of our senior indebtedness in full before we pay any of our subordinated indebtedness. At June 30, 2002, our senior debt, excluding indebtedness of our subsidiaries, was $247 million. In the event of any payment or distribution of assets in any dissolution, insolvency, bankruptcy or other similar proceeding, we will be required to pay our senior debt in full before we make any payment to holders of our subordinated securities. In the event of our dissolution, insolvency or bankruptcy, holders of subordinated securities may recover less, ratably, than holders of our senior indebtedness and other creditors, or may recover nothing.

Our financial services segment and a significant portion of our homebuilding operations are conducted through subsidiaries. Our right to receive assets of these subsidiaries upon the liquidation or recapitalization of any subsidiaries will be subject to the claims of the subsidiaries’ creditors, except to the extent that we are recognized as a creditor of the subsidiary. If we are recognized as a creditor, our claims would still be subject to any security interests in the assets of the subsidiary and any indebtedness of the subsidiary senior to its indebtedness to us. At June 30, 2002, we had outstanding $52 million of financial services subsidiary debt and $13 million of non-recourse limited-purpose subsidiary debt. All of this debt is structurally senior to any of our subordinated securities.

Because this prospectus contains forward-looking statements, it may not prove to be accurate

This prospectus and the documents we incorporate by reference contain forward-looking statements. We generally identify forward-looking statements using words like “believe,” “intend,” “expect,” “may,” “should,” “plan,” “project,” “contemplate,” “anticipate” or similar statements. We base these statements on our beliefs as well as assumptions we made using information currently available to us. Because these

statements reflect our current views concerning future events, these statements involve risks, uncertainties and assumptions. Actual results may differ significantly from the results discussed in these forward-looking statements. We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.

We may offer debt securities, shares of common stock, shares of preferred stock, depositary shares, stock purchase units, stock purchase contracts or warrants to purchase debt securities, common stock or preferred stock, or any combination of the foregoing, either individually or as units consisting of one or more securities. We may offer up to $250,000,000 of securities under this prospectus. If securities are offered as units, we will describe the terms of the units in a prospectus supplement.

We may offer any combination of senior debt securities or subordinated debt securities. Debt securities are unsecured general obligations. Senior debt securities rank above all subordinated indebtedness and equal to all other indebtedness outstanding on the date of the prospectus supplement. Subordinated debt securities rank in right of payment below all other indebtedness outstanding at or after the time issued, unless the other indebtedness provides that it is not senior to the subordinated debt.

We may issue the senior debt securities and the subordinated debt securities under separate indentures between us, as issuer, and the trustee or trustees identified in the prospectus supplement. Any senior debt securities may be issued under an indenture dated as of June 28, 1996 between us and JPMorgan Chase Bank, as trustee. Any subordinated debt securities may be issued under an indenture dated as of June 12, 2001 between us and SunTrust Bank, as trustee. A copy of each type of indenture is filed as an exhibit to the registration statements of which this prospectus is a part. A prospectus supplement will describe the particular terms of any debt securities we may offer.

The following summaries of the debt securities and the indentures are not complete. We urge you to read the indentures and the description of the debt securities included in the prospectus supplement.

We may issue an unlimited principal amount of debt securities in separate series. We may specify a maximum aggregate principal amount for the debt securities of any series. The debt securities will have terms that are consistent with the indentures. Unless otherwise specified in the prospectus supplement, senior debt securities will be unsecured and unsubordinated obligations and will rank equal with all our other unsecured and unsubordinated debt. Subordinated debt securities will be paid only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made.

The indentures might not limit the amount of other debt that we may incur and might not contain financial or similar restrictive covenants. The indentures might not contain any provision to protect holders of debt securities against a sudden or dramatic decline in our ability to pay our debt.

The prospectus supplement will describe the debt securities and the price or prices at which we will offer the debt securities. The description will include:


	•	the title of the debt securities;

	•	any limit on the aggregate principal amount of the debt securities or the series of which they are a part;

	•	the person to whom any interest on a debt security of the series will be paid;

	•	the date or dates on which we must pay the principal;

	•	the rate or rates at which the debt securities will bear interest, if any, the date or dates from which interest will accrue, and the dates on which we must pay interest;


	•	the place or places where we must pay the principal and any premium or interest on the debt securities;

	•	the terms and conditions on which we may redeem any debt security, if at all;

	•	any obligation to redeem or purchase any debt securities, and the terms and conditions on which we must do so;

	•	the denominations in which we may issue the debt securities;

	•	the manner in which we will determine the amount of principal of or any premium or interest on the debt securities;

	•	the currency in which we will pay the principal of and any premium or interest on the debt securities;

	•	the principal amount of the debt securities that we will pay upon declaration of acceleration of their maturity;

	•	the amount that will be deemed to be the principal amount for any purpose, including the principal amount that will be due and payable upon any maturity or that will be deemed to be outstanding as of any date;

	•	if applicable, that the debt securities are defeasible;

	•	if applicable, the terms of any right to convert debt securities into, or exchange debt securities for, shares of common stock or other securities or property;

	•	whether we will issue the debt securities in the form of one or more global securities and, if so, the respective depositaries for the global securities and the terms of the global securities;

	•	the subordination provisions that will apply to any subordinated debt securities;

	•	any addition to or change in the events of default applicable to the debt securities and any change in the right of the trustee or the holders to declare the principal amount of any of the debt securities due and payable; and

	•	any addition to or change in the covenants in the indentures.

We may sell the debt securities at a substantial discount below their stated principal amount. We will describe U.S. federal income tax considerations, if any, applicable to debt securities sold at an original issue discount in the prospectus supplement. An “original issue discount security” is any debt security that provides for an amount less than the principal amount to be due and payable upon the declaration of acceleration of the maturity under the terms of the applicable indenture. The prospectus supplement relating to any original issue discount securities will describe the particular provisions relating to acceleration of the maturity upon the occurrence of an event of default. In addition, we will describe U.S. federal income tax or other considerations applicable to any debt securities that are denominated in a currency or unit other than U.S. dollars in the prospectus supplement.

The prospectus supplement will describe, if applicable, the terms on which you may convert debt securities into or exchange them for common stock or other securities or property. The conversion or exchange may be mandatory or may be at your option. The prospectus supplement will describe how the number of shares of common stock or other securities or property to be received upon conversion or exchange would be calculated.

Unless the prospectus supplement indicates otherwise, the following provisions will apply to the subordinated debt securities. The indebtedness underlying the subordinated debt securities will be payable only if all payments due under our senior indebtedness, including any outstanding senior debt securities, have been made. If we distribute our assets to creditors upon any dissolution, winding-up, liquidation or

reorganization or in bankruptcy, insolvency, receivership or similar proceedings, we must first pay all amounts due or to become due on all senior indebtedness before we pay the principal of, or any premium or interest on, the subordinated debt securities. In the event the subordinated debt securities are accelerated because of an event of default, we may not make any payment on the subordinated debt securities until we have paid all senior indebtedness or the acceleration is rescinded. If the payment of subordinated debt securities accelerates because of an event of default, we must promptly notify holders of senior indebtedness of the acceleration.

We may not make any payment on the subordinated debt securities if a default in the payment of the principal of, premium, if any, interest, rent or other obligations, including a default under any repurchase or redemption obligation, in respect of designated senior indebtedness occurs and continues beyond any applicable grace period. We may not make any payment on the subordinated debt securities if any other default occurs and continues with respect to designated senior indebtedness that permits holders of the designated senior indebtedness to accelerate its maturity and the trustee receives a notice of such default from us, a holder of such designated senior indebtedness or other person permitted to give such notice. We may not resume payments on the subordinated debt securities until the defaults are cured or certain periods pass.

If we experience a bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders of subordinated debt securities may receive less, ratably, than our other creditors.

The term “designated senior indebtedness” means our obligations under any particular senior indebtedness in which the debt instrument expressly provides that the senior indebtedness will be designated senior indebtedness with respect to the subordinated debt securities. The indenture for subordinated debt securities may not limit our ability to incur additional senior indebtedness.

Our financing agreements contain certain restrictions on our ability to incur additional senior and subordinated indebtedness.

We will issue debt securities only in fully registered form, without coupons, and, unless otherwise specified in the prospectus supplement, only in denominations of $1,000 and integral multiples thereof.

The holder of a debt security may elect, subject to the terms of the indentures and the limitations applicable to global securities, to exchange them for other debt securities of the same series of any authorized denomination and of a like tenor and aggregate principal amount.

Holders of debt securities may present them for exchange as provided above or for registration of transfer, duly endorsed or with the form of transfer duly executed, at the office of the transfer agent we designate for that purpose. We will not impose a service charge for any registration of transfer or exchange of debt securities, but we may require a payment sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange. We will name the transfer agent in the prospectus supplement. We may designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, but we must maintain a transfer agent in each place in which we will pay on debt securities.

If we redeem the debt securities, we will not be required to issue, register the transfer of or exchange any debt security during a specified period prior to mailing a notice of redemption. We are not required to register the transfer of or exchange any debt security selected for redemption, except the unredeemed portion of the debt security being redeemed.

The debt securities may be represented, in whole or in part, by one or more global securities that will have an aggregate principal amount equal to that of the debt securities. Each global security will be registered in the name of a depositary identified in the prospectus supplement. We will deposit the global security with the depositary or a custodian, and the global security will bear a legend regarding the restrictions on exchanges and registration of transfer.

No global security may be exchanged in whole or in part for debt securities registered, and no transfer of a global security in whole or in part may be registered, in the name of any person other than the depositary or any nominee of the depositary unless:


	•	the depositary has notified us that it is unwilling or unable to continue as depositary; or

	•	an event of default occurs and continues with respect to the debt securities.

The depositary will determine how all securities issued in exchange for a global security will be registered.

As long as the depositary or its nominee is the registered holder of a global security, we will consider the depositary or the nominee to be the sole owner and holder of the global security and the underlying debt securities. Except as stated above, owners of beneficial interests in a global security will not be entitled to have the global security or any debt security registered in their names, will not receive physical delivery of certificated debt securities and will not be considered to be the owners or holders of the global security or underlying debt securities. We will make all payments of principal, premium and interest on a global security to the depositary or its nominee. The laws of some jurisdictions require that some purchasers of securities take physical delivery of such securities in definitive form. These laws may prevent you from transferring your beneficial interests in a global security.

Only institutions that have accounts with the depositary or its nominee and persons that hold beneficial interests through the depositary or its nominee may own beneficial interests in a global security. The depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities represented by the global security to the accounts of its participants. Ownership of beneficial interests in a global security will be shown only on, and the transfer of those ownership interests will be effected only through, records maintained by the depositary or any such participant.

The policies and procedures of the depositary may govern payments, transfers, exchanges and other matters relating to beneficial interests in a global security. We and the trustee assume no responsibility or liability for any aspect of the depositary’s or any participant’s records relating to, or for payments made on account of, beneficial interests in a global security.

Unless the prospectus supplement indicates otherwise, we will pay principal and any premium or interest on a debt security to the person in whose name the debt security is registered at the close of business on the regular record date for such interest.

Unless the prospectus supplement indicates otherwise, we will pay principal and any premium or interest on the debt securities at the office of our designated paying agent, except we may pay interest by check mailed to the address of the person entitled to the payment. Unless the prospectus supplement indicates otherwise, the corporate trust office of the trustee will be the paying agent for the debt securities.

Any other paying agents we designate for the debt securities of a particular series will be named in the prospectus supplement. We may designate additional paying agents, rescind the designation of any paying agent or approve a change in the office through which any paying agent acts, but we must maintain a paying agent in each place of payment for the debt securities.

The paying agent will return to us all money we pay to it for the payment of the principal, premium or interest on any debt security that remains unclaimed for a specified period. Thereafter, the holder may look only to us for payment.

Under the terms of the indentures, we may not consolidate or enter into a share exchange with or merge into any other person, in a transaction in which we are not the surviving corporation, or convey, transfer or lease our properties and assets substantially as an entirety to, any person, unless:


	•	the successor is a corporation, limited liability company, partnership, trust or other entity organized and existing under the laws of the United States, or any state, and assumes our obligations under the debt securities and the indentures;

	•	immediately after the transaction, no event of default occurs and continues; and

	•	we meet the other conditions described in the indentures.


	•	failure to pay the principal of or any premium on any debt security when due;

	•	failure to pay any interest on any debt security when due, continued for a specified number of days;

	•	failure to deposit any sinking fund payment when due;

	•	failure to perform any other covenant in the indenture that continues for a specified number of days after written notice has been given by the trustee or the holders of a specified percentage in aggregate principal amount of the debt securities of that series;

	•	certain events in bankruptcy, insolvency or reorganization; and

	•	any other event of default specified in the prospectus supplement.

If an event of default, other than an event of default as a result of bankruptcy, insolvency or reorganization, occurs and continues, either the trustee or the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series may declare the principal amount of the debt securities of that series to be immediately due and payable. If an event of default occurs as a result of certain events of bankruptcy, insolvency or reorganization, the principal amount of all the debt securities of that series automatically will become immediately due and payable. The holders of a majority in aggregate principal amount of the outstanding securities of that series may, under certain circumstances, rescind and annul the acceleration if all events of default, other than the nonpayment of accelerated principal, have been cured or waived.

Except for certain duties in case of an event of default, the trustee will not be obligated to exercise any of its rights or powers at the request or direction of any of the holders, unless the holders have offered the trustee reasonable indemnity. If they provide this indemnification, the holders of a majority in aggregate principal amount of the outstanding securities of any series may direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.

No holder of a debt security of any series may institute any proceeding with respect to the indentures, or for the appointment of a receiver or a trustee, or for any other remedy, unless:


	•	the holder has previously given the trustee written notice of a continuing event of default;

	•	the holders of a specified percentage in aggregate principal amount of the outstanding securities of that series have made a written request, and the holders have offered reasonable indemnity to the trustee to institute the proceeding; and

	•	the trustee has failed to institute the proceeding, and has not received a direction inconsistent with the request within a specified number of days.

Each indenture will include a covenant requiring our officers to furnish to the trustee annually a statement as to whether, to their knowledge, we are in default under the indenture and, if so, specifying all such known defaults.

We and the trustee may amend the indentures with the consent of the holders of a majority in aggregate principal amount of the outstanding securities of each series affected by the amendment. However, to the extent discussed in the prospectus supplement, without the consent of each holder, we may not make any amendment that would:


	•	change the stated maturity of the principal of, or any installment of principal or interest on, any debt security;

	•	reduce the principal, premium or interest on any debt security;

	•	reduce the amount of principal of an original issue discount security or any other debt security payable upon acceleration of the maturity;

	•	change the place or currency of payment of principal, premium or interest on any debt security;

	•	impair the right to enforce any payment on any debt security;

	•	in the case of subordinated debt securities, modify the subordination provisions in a manner materially adverse to their holders;

	•	in the case of debt securities that are convertible or exchangeable into other securities, adversely affect the right of holders to convert or exchange any of the debt securities;

	•	reduce the percentage in principal amount of outstanding securities of any series for which the holders’ consent is required;

	•	reduce the percentage in principal amount of outstanding securities of any series necessary for waiver of compliance with certain provisions of the indentures or for waiver of certain defaults; or

	•	modify provisions with respect to modification and waiver.

The holders of a majority in aggregate principal amount of the outstanding debt securities of any series may waive, on behalf of the holders of all debt securities of that series, our compliance with certain restrictive provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may waive any past default under the indenture with respect to debt securities of that series, except a default in the payment of principal, premium or interest on any debt security of that series or in respect of a covenant or provision of the indenture that cannot be amended without each holder’s consent.

Except in certain limited circumstances, we may set any day as a record date for the purpose of determining the holders of outstanding securities of any series entitled to give or take any direction, notice, consent, waiver or other action under the indentures. In certain limited circumstances, the trustee may set a record date for action by holders. To be effective, the action must be taken by holders of the requisite principal amount of such debt securities within a specified period following the record date.

To the extent stated in the prospectus supplement, we may elect to apply the provisions relating to defeasance and discharge of indebtedness, or to defeasance of certain restrictive covenants in the indentures, to the debt securities of any series.

We will mail notices to holders of debt securities at the addresses that appear in the security register.

We may treat the person in whose name a debt security is registered as the absolute owner, whether or not such debt security may be overdue, for the purpose of making payment and for all other purposes.

The indentures and the debt securities will be governed by and construed in accordance with the laws of the state of New York.

Under our current amended and restated articles of incorporation, we may issue up to 80,000,000 shares of our common stock. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders. Subject to preferences that may apply to our preferred stock, the holders of common stock receive ratably any dividends that may be declared by the board of directors. If we are liquidated, dissolved or wound up, we must first pay all amounts we owe our creditors and then pay the full amounts required to be paid to holders of any shares of our preferred stock then outstanding before we may make any payments to holders of shares of our common stock. All holders of shares of our common stock are entitled to share ratably in any assets available for distribution to them, after all of our creditors have been satisfied and we have paid the liquidation preferences of any of our preferred stock. Holders of common stock have no preemptive rights or rights to convert their common stock into any other securities. Our common stock is neither redeemable nor subject to call. No sinking fund provisions apply to the common stock. All outstanding shares of common stock are fully paid and nonassessable.

As permitted by Maryland law, our amended and restated articles of incorporation obligates us to indemnify our present and former directors and officers to the maximum extent permitted by Maryland law. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities, unless it is established that:


	•	the act or omission of the director or officer was material to the matter giving rise to such proceeding and was committed in bad faith or was the result of active and deliberate dishonesty,

	•	the director or officer actually received an improper personal benefit in money, property or services, or

	•	in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

As permitted by Maryland law, our amended and restated articles of incorporation limits the liability of our directors and officers to us and our stockholders for money damages, except to the extent that:


	•	the person actually received an improper benefit or profit in money, property or services, or

	•	a judgment or other final adjudication is entered in a proceeding based on a finding that the person’s action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding.

As a result of these provisions, we and our stockholders may be unable to obtain monetary damages from a director for breach of his of her duty of care.

Special Meetings. Our bylaws provide that special meetings of our stockholders may only be called by a majority of our board, the chairman of our board, our president or holders of a majority of our outstanding voting stock. These provisions may make it more difficult for stockholders to take an action that our board opposes.

Advance Notice Provisions. Our bylaws establish an advance written notice procedure for stockholders seeking:


	•	to nominate candidates for election as directors at any annual meeting of stockholders; and

	•	to bring business before an annual meeting of our stockholders.

Our bylaws provide that only persons who are nominated by our board or by a stockholder who has given timely written notice to our secretary before the meeting to elect directors will be eligible for election as our directors. Our bylaws also provide that any matter to be presented at any meeting of stockholders must be presented either by our board or by a stockholder in compliance with the procedures in our bylaws. A stockholder must give timely written notice to our secretary of its intention to present a matter before an annual meeting of stockholders. Our board then will consider whether the matter is one that is appropriate for consideration by our stockholders under Maryland corporate law and the SEC’s rules.

To be timely, we must receive any stockholder notice at least 75 days before the meeting. A stockholder’s notice must also contain the information specified in the bylaws. These provisions may prevent or deter some stockholders from bringing matters before a stockholders’ meeting or from making nominations for directors at an annual meeting.

Business Combinations. Maryland law prohibits specified “business combinations” between a Maryland corporation and an “interested stockholder.” These business combinations include a merger, consolidation, share exchange, an asset transfer or issuance or reclassification of equity securities. Interested stockholders are either:


	•	anyone who beneficially owns 10% or more of the voting power of the corporation’s shares; or

	•	an affiliate or associate of the corporation who was an interested stockholder or an affiliate or an associate of the interested stockholder at any time within the two-year period prior to the date in question.

Business combinations with a past interested stockholder are prohibited for five years after the most recent date on which the stockholder became an interested stockholder. Thereafter, any business combinations with the interested stockholder must be recommended by the board of directors of the corporation and approved by the vote of:


	•	at least 80% of the votes entitled to be cast by all holders of voting shares of the corporation’s voting shares; and

	•	at least 66 2/3% of the votes entitled to be cast by all holders of the corporation’s voting other than voting shares held by the interested stockholder or an affiliate or associate of the interested stockholder.

However, these special voting requirements do not apply if the corporation’s stockholders receive a minimum price for their shares, as specified in the statute, and the consideration is received in cash or in the same form previously paid by the interested stockholder for its shares.

This business combination statute does not apply to business combinations that are approved or exempted by the corporation’s board of directors prior to the time that the interested stockholder becomes an interested stockholder. The statute also does not apply to stockholders that acquired 10% or more of the corporation’s voting shares in a transaction approved by the corporation’s board of directors. A Maryland corporation may

adopt an amendment to its charter electing not to be subject to these special voting requirements. Any amendment would have to be approved by at least 80% of the votes entitled to be cast by all holders of outstanding shares of voting stock and 66 2/3% of the votes entitled to be cast by holders of outstanding shares of voting stock who are not interested stockholders. We have elected to be generally subject to this statute.

Control Share Acquisitions. Maryland law provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights unless approved by a vote of two-thirds of the votes entitled to be cast on the matter, excluding shares owned by the acquiror or by the corporation’s officers or directors who are employees of the corporation. Control shares are shares of voting stock which, if aggregated with all other shares of stock previously acquired, would entitle the acquiror to exercise voting power in electing directors within one of the following ranges of voting power:


	•	10% or more but less than 33 1/3%;

	•	33 1/3% or more but less than a majority; or

	•	a majority of all voting power.

Control shares do not include shares of stock an acquiring person is entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition generally means the acquisition of, ownership of or the power to direct the exercise of voting power with respect to, control shares.

A person who has made or proposes to make a “control share acquisition,” under specified conditions, including an undertaking to pay expenses, may require the board of directors to call a special stockholders’ meeting to consider the voting rights of the shares. The meeting must be held within 50 days of the demand. If no request for a meeting is made, the corporation may itself present the question at any stockholders’ meeting.

If voting rights are not approved at the meeting or if the acquiring person does not deliver an acquiring person statement as permitted by the statute, the corporation generally may redeem any or all of the control shares, except those for which voting rights have previously been approved. This redemption of shares must be for fair value, determined without regard to voting rights as of the date of the last control share acquisition or of any stockholders’ meeting at which the voting rights of the shares are considered and not approved. If voting rights for “control shares” are approved at a stockholders’ meeting and the acquiror becomes entitled to vote a majority of the shares entitled to vote, all other stockholders may exercise appraisal rights. The fair value of the stock determined for purposes of appraisal rights may not be less than the highest price per share paid in the control share acquisition. The limitations and restrictions otherwise applicable to the exercise of dissenters’ rights do not apply in the context of a “control share acquisition.”

The control share acquisition statute does not apply to stock acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or to acquisitions previously approved or exempted by a provision in the charter or bylaws of the corporation.

Our board of directors has adopted a rights plan. As a result, we issued one common share purchase right for each outstanding share of common stock. One common share purchase right will be issued for each additional share of common stock that we issue. Each right entitles the holder to purchase one share of common stock at an exercise price of $35.00. The rights become exercisable 10 business days after any party acquires or announces an offer to acquire 20 percent or more of our common stock. The rights expire on January 13, 2007. The rights are redeemable at $0.005 per right at any time before 10 business days following the time that any party acquires 20 percent or more of our common stock. In the event we enter into a merger or other business combination, or if we sell a substantial amount of our assets after the time that the rights become exercisable, the rights provide that the holder will receive, upon exercise, shares of the common stock of the surviving or acquiring company having a market value of twice the exercise price.

Our board is authorized to classify or reclassify any unissued portion of our authorized shares of common stock to provide for the issuance of shares of other classes or series, including preferred stock in one or more series. We may issue preferred stock from time to time in one or more classes or series, with the exact terms of each class or series established by our board. Without seeking stockholder approval, our board may issue preferred stock with voting and other rights that could adversely affect the voting power of the holders of our common stock.

The rights, preferences, privileges and restrictions of the preferred stock of each series will be fixed by the articles supplementary relating to each series. A prospectus supplement relating to each series will specify the terms of the preferred stock, including:


	•	the maximum number of shares in the series and the distinctive designation;

	•	the terms on which dividends, if any, will be paid;

	•	the terms on which the shares may be redeemed, if at all;

	•	the liquidation preference, if any;

	•	the terms of any retirement or sinking fund for the purchase or redemption of the shares of the series;

	•	the terms and conditions, if any, on which the shares of the series shall be convertible into, or exchangeable for, shares of any other class or classes of capital stock;

	•	the voting rights, if any, on the shares of the series; and

	•	any or all other preferences and relative, participating, operational or other special rights or qualifications, limitations or restrictions of the shares.

The issuance of preferred stock may delay, deter or prevent a change in control.

We will describe the specific terms of a particular series of preferred stock in the prospectus supplement relating to that series. The description of preferred stock above and the description of the terms of a particular series of preferred stock in the prospectus supplement are not complete. You should refer to the applicable articles supplementary for complete information. The prospectus supplement will contain a description of U.S. federal income tax consequences relating to the preferred stock.

The description below and in the prospectus supplement is not complete. You should read the forms of deposit agreement and depositary receipts filed with the SEC in connection with the offering of each series of the preferred stock described below.

We may, at our option, elect to offer fractional interests in shares of preferred stock, rather than shares of preferred stock. If we exercise that option, we will provide for a depositary to issue receipts for depositary shares, each of which will represent a fractional interest in a share of preferred stock.

The shares of preferred stock underlying the depositary shares will be deposited under a separate deposit agreement between us and a bank or trust company depositary that has its principal office in the U.S. The prospectus supplement will include the name and address of the depositary. Subject to the terms of the deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fractional interest in a share of preferred stock, to all the rights and preferences of the underlying preferred stock, including dividend, voting, redemption, conversion and liquidation rights. Depositary receipts will be issued for depositary shares.

The depositary may issue temporary depositary receipts substantially identical to, and entitling the holders to all the rights pertaining to, the definitive depositary receipts. Definitive depositary receipts will then be prepared thereafter and temporary depositary receipts may be exchanged for definitive depositary receipts at our expense.

Upon surrender of depositary receipts and payment of the charges provided in the deposit agreement, the depositary will deliver the whole shares of preferred stock underlying the depositary shares.

The depositary will distribute all cash dividends or other cash distributions on the preferred stock, rounded to the nearest cent, to the record holders of depositary shares in proportion to the numbers of such depositary shares owned by them on the relevant record date. Fractions of one cent not so distributed will be added to the next sum received by the depositary for distribution to record holders of depositary shares.

In the event of a non-cash distribution, the depositary will, if feasible, distribute property received by it to the record holders of depositary shares entitled to them. If the distribution is not feasible, the depositary may sell the property and distribute the net proceeds to such holders.

If we redeem the preferred stock underlying the depositary shares, the depositary will redeem the depositary shares from the proceeds of the redemption of the preferred stock held by the depositary. The depositary will mail notice of redemption not less than 30 or more than 60 days prior to the date fixed for redemption to the record holders of the depositary shares. The redemption price per depositary share will be equal to the applicable fraction of the redemption price per share payable with respect to the preferred stock. Whenever we redeem shares of preferred stock held by the depositary, the depositary will redeem the corresponding depositary shares as of the same redemption date. If less than all the depositary shares are to be redeemed, the depositary will select by lot or pro rata which depositary shares will be redeemed.

After the redemption, the depositary shares called for redemption will no longer be deemed to be outstanding. All rights of the holders of the depositary shares will cease, except the right to receive the money or other property to which the holders are entitled upon redemption and surrender of the depositary receipts for their depositary shares.

The depositary will mail to the holders of depositary shares the information contained in any notice of meeting at which the holders of preferred stock are entitled to vote. Each record holder of depositary shares on the record date for the preferred stock may instruct the depositary to exercise its voting rights with respect to the depositary shares. The depositary will attempt to vote the number of shares of preferred stock underlying such depositary shares in accordance with these instructions. We will agree to take any action required to enable the depositary to vote the depositary shares. The depositary will abstain from voting shares of preferred stock to the extent it does not receive instructions from the holders of depositary shares relating to that preferred stock.

We and the depositary may amend the form of depositary receipt and any provision of the deposit agreement at any time. However, neither of us can make any amendment that would materially and adversely alter the rights of the existing holders of depositary shares without approval by the record holders of at least a majority of the outstanding depositary shares. We or the depositary may terminate a deposit agreement only if:


	•	all outstanding depositary shares relating thereto have been redeemed; or

	•	there has been a final distribution to the holders of preferred stock and to the holders of the related depositary shares in the event of our liquidation, dissolution or winding up.

We will pay all transfer and other taxes and governmental charges arising solely from the depositary arrangements. We will pay charges of the depositary in connection with the initial deposit of the preferred stock and any redemption of the preferred stock. Holders of depositary shares will pay transfer and other taxes and governmental charges and any other charges listed in the deposit agreement as holders’ charges.

The depositary will forward to the holders of depositary shares all reports and communications that we are required to furnish to the holders of the preferred stock.

Neither the depositary nor Ryland will be liable if the law or any circumstance beyond its control prevents it from performing its obligations under the deposit agreement. Ryland and the depositary will be required only to perform their duties in good faith. They will not be obligated to prosecute or defend any legal proceeding regarding any depositary shares or preferred stock unless the holders of those securities provide them with satisfactory indemnity. They may rely on written advice of counsel or accountants, or information provided by persons presenting preferred stock for deposit, holders of depositary shares or other persons believed to be competent and on documents believed to be genuine.

The depositary may resign at any time by delivering notice to us, and we may at any time remove the depositary. Any such resignation or removal will take effect when a successor depositary is established.

The following summarizes the general terms of stock purchase units and stock purchase contracts we may issue. The particular terms of any stock purchase units or stock purchase contracts we offer will be described in the prospectus supplement. This description is subject to the stock purchase contracts, and any collateral arrangements and depositary arrangements, relating to the stock purchase or stock purchase contracts.

We may issue stock purchase contracts, including contracts obligating holders to purchase from us, and us to sell to the holders, a specified number of shares of common stock or preferred stock at a future date or dates. We may fix the consideration per share of common stock or preferred stock at the time we issue the stock purchase contracts, or the consideration may be determined by referring to a specific formula stated in the stock purchase contracts. We may issue the stock purchase contracts separately or as a part of stock purchase units consisting of a stock purchase contract and debt securities, preferred securities or debt obligations of third parties, including U.S. Treasury securities, which secure the holders’ obligations to purchase the common stock or preferred stock under the stock purchase contracts. The stock purchase contracts may require us to make periodic payments to the holders of the stock purchase units or vice versa. These payments may be unsecured or prefunded on some basis. The stock purchase contracts may require holders to secure their obligations in a specified manner.

The following summarizes the terms of the debt warrants we may offer. The debt warrants will be subject to the detailed provisions of a debt warrant agreement that we will enter into with a debt warrant agent we select at the time of issue.

We may issue debt warrants evidenced by debt warrant certificates independently or together with any securities offered by any prospectus supplement. If we offer debt warrants, the prospectus supplement will describe the terms of the warrants, including:


	•	the offering price, if any;

	•	the designation, aggregate principal amount and terms of the debt securities purchasable upon exercise of the warrants and the terms of the indenture under which the debt securities will be issued;

	•	if applicable, the designation and terms of the debt securities with which the debt warrants are issued and the number of debt warrants issued with each debt security;

	•	if applicable, the date on and after which the debt warrants and the related securities will be separately transferable;

	•	the principal amount of debt securities purchasable upon exercise of one debt warrant and the price at which the principal amount of debt securities may be purchased upon exercise;

	•	the dates on which the right to exercise the debt warrants begins and expires;

	•	U.S. federal income tax consequences;

	•	whether the warrants represented by the debt warrant certificates will be issued in registered or bearer form;

	•	the currencies in which the offering price and exercise price are payable; and

	•	if applicable, any antidilution provisions.

You may exchange debt warrant certificates for new debt warrant certificates of different denominations and may present debt warrant certificates for registration of transfer at the corporate trust office of the debt warrant agent, which will be listed in the prospectus supplement. Warrantholders do not have any of the rights of holders of debt securities, except to the extent that the consent of warrantholders may be required for certain modifications of the terms of an indenture or form of the debt security, as the case may be, and the series of debt securities issuable upon exercise of the debt warrants. In addition, warrantholders are not entitled to payments of principal of and interest, if any, on the debt securities.

You may exercise debt warrants by surrendering the debt warrant certificate at the corporate trust office of the debt warrant agent, with payment in full of the exercise price. Upon the exercise of debt warrants, the debt warrant agent will, as soon as practicable, deliver the debt securities in authorized denominations in accordance with your instructions and at your sole cost and risk. If less than all the debt warrants evidenced by the debt warrant certificate are exercised, the agent will issue a new debt warrant certificate for the remaining amount of debt warrants.

The following summarizes the terms of common stock warrants and preferred stock warrants we may issue. This description is subject to the detailed provisions of a stock warrant agreement that we will enter into between us and a stock warrant agent we select at the time of issue.

We may issue stock warrants evidenced by stock warrant certificates under a stock warrant agreement independently or together with any securities we offer by any prospectus supplement. If we offer stock warrants, the prospectus supplement will describe the terms of the stock warrants, including:


	•	the offering price, if any;

	•	if applicable, the designation and terms of the preferred stock purchasable upon exercise of the preferred stock warrants;

	•	the number of shares of common or preferred stock purchasable upon exercise of one stock warrant and the initial price at which the shares may be purchased upon exercise;

	•	the dates on which the right to exercise the stock warrants begins and expires;

	•	U.S. federal income tax consequences;

	•	call provisions, if any;

	•	the currencies in which the offering price and exercise price are payable; and

	•	if applicable, the antidilution provisions of the stock warrants.

The shares of common stock or preferred stock we issue upon exercise of the stock warrants will, when issued in accordance with the stock warrant agreement, be validly issued, fully paid and nonassessable.

You may exercise stock warrants by surrendering to the stock warrant agent the stock warrant certificate, which indicates your election to exercise all or a portion of the stock warrants evidenced by the certificate. Surrendered stock warrant certificates must be accompanied by payment of the exercise price in the form of cash or a check. The stock warrant agent will deliver certificates evidencing duly exercised stock warrants to the transfer agent. Upon receipt of the certificates, the transfer agent will deliver a certificate representing the number of shares of common stock or preferred stock purchased. If you exercise fewer than all the stock warrants evidenced by any certificate, the stock warrant agent will deliver a new stock warrant certificate representing the unexercised stock warrants.

Holders of stock warrants are not entitled to vote, to consent, to receive dividends or to receive notice as stockholders with respect to any meeting of stockholders, or to exercise any rights whatsoever as stockholders of Ryland.

We may sell the securities through underwriters or dealers, through agents, or directly to one or more purchasers. The applicable prospectus supplement will describe the terms of the offering of the securities, including:


	•	the name or names of any underwriters, if any;

	•	the purchase price of the securities and the proceeds we will receive from the sale;


	•	any underwriting discounts and other items constituting underwriters’ compensation;

	•	any initial public offering price;

	•	any discounts or concessions allowed or reallowed or paid to dealers; and

	•	any securities exchange or market on which the securities may be listed.

Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.

If underwriters are used in the sale, they will acquire the securities for their own account and may resell them from time to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities of the series offered by the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time.

We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.

We may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.

We may provide agents and underwriters with indemnification against certain civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

All securities we offer other than common stock will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.

Piper Rudnick LLP will provide us with an opinion as to legal matters in connection with the securities we are offering.

The consolidated financial statements of The Ryland Group, Inc. incorporated by reference in The Ryland Group, Inc.’s Annual Report (Form 10-K) for the year ended December 31, 2001, and the related financial statement schedule included therein, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon incorporated by reference therein and incorporated herein by reference. Such consolidated financial statements and schedule are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.


	Page

Offering Summary		S-1




Risk Factors		S-2




Use of Proceeds		S-5




Ratio of Earnings to Fixed Charges		S-5




Description of Notes		S-5




Underwriting		S-15




Legal Matters		S-17




Experts		S-17




How to Obtain More Information		S-17


	Page

Summary		1




How to Obtain More Information		3




Ratio of Earnings to Fixed Charges		4




Use of Proceeds		4




Risk Factors		5




General Description of Securities		8




Description of Debt Securities		8




Description of Common Stock		14




Description of Preferred Stock		17




Description of Depositary Shares		17




Description of Stock Purchase Units and Stock Purchase Contracts		19




Description of Warrants to Purchase Debt Securities		20




Description of Warrants to Purchase Common or Preferred Stock		21




Plan of Distribution		21




Legal Matters		22




Experts		22


Issuer		The Ryland Group, Inc.

The Notes		$150,000,000 aggregate principal amount of 5 3/8% senior notes due 2008.

Maturity		June 1, 2008.

Payment of Interest		Interest on the notes, at the rate of 5 3/8% per annum, will accrue from June 5, 2003 and will be payable in cash semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2003.

Sinking Fund		None.

Redemption		We may, at our option, redeem the notes in whole or in part at any time at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed, discounted to the redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury rate plus 30 basis points, plus, in each case, accrued and unpaid interest on the notes to the redemption date. See “Description of Notes — Redemption.”

Ranking		The notes will be our direct, unsecured and unsubordinated obligations, ranking pari passu with all our other unsecured and unsubordinated indebtedness which is not guaranteed by or otherwise an obligation of one of our subsidiaries.

Covenants		We have agreed to certain restrictions on secured debt, sale and leaseback transactions and mergers, consolidations and transfers of substantially all of our assets. These covenants are subject to important exceptions and qualifications. See “Description of Notes — Certain Covenants.”

Use of Proceeds		We estimate that we will receive $148.5 million in net proceeds from this offering. We expect to use approximately $106.4 million of the net proceeds from this offering to redeem all of our $100 million aggregate principal amount of 8 1/4% Senior Subordinated Notes due 2008 and to use the remaining net proceeds for general corporate purposes. See “Use of Proceeds.”

Principal Executive Offices		Our headquarters are located at 24025 Park Sorrento, Suite 400, Calabasas, California 91302. Our telephone number is (818) 223-7500.


		Principal Amount
Underwriters		of Notes


UBS Warburg LLC			$127,500,000




Wachovia Securities, Inc.			15,000,000




Banc One Capital Markets, Inc.			7,500,000

	Total		$150,000,000


	Page

Summary		1




How to Obtain More Information		3




Ratio of Earnings to Fixed Charges		4




Use of Proceeds		4




Risk Factors		5




General Description of Securities		8




Description of Debt Securities		8




Description of Common Stock		14




Description of Preferred Stock		17




Description of Depositary Shares		17




Description of Stock Purchase Units and Stock Purchase Contracts		19




Description of Warrants to Purchase Debt Securities		20




Description of Warrants to Purchase Common or Preferred Stock		21




Plan of Distribution		21




Legal Matters		22




Experts		22



			Year Ended December 31,
	Six Months Ended
	June 30, 2002		2001		2000		1999		1998		1997

Ratio of earnings to fixed charges		5.01		4.61		2.87		2.81		2.17		1.53


Wachovia Securities	Banc One Capital Markets, Inc.