S-8 POS

As filed with the Securities and Exchange Commission on April 25, 2008

Registration No. 333-142431

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

Post-Effective

Amendment No. 1 to

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

THE RYLAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Maryland	52-0849948
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
24025 Park Sorrento
Suite 400
Calabasas, California	91302
(Address of principal executive offices)	(Zip Code)

THE RYLAND GROUP, INC. 2007 EQUITY INCENTIVE PLAN

(Full title of plan)

Timothy J. Geckle

Senior Vice President, General Counsel and Secretary

The Ryland Group, Inc.

24025 Park Sorrento, Suite 400

Calabasas, California 91302

818-223-7500

(Name, address and telephone

number of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  (Check one:)

Large accelerated filer x Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

EXPLANATORY NOTE

The Ryland Group, Inc., a Maryland corporation (the “Registrant”), is filing this post-effective amendment to deregister certain securities originally registered pursuant to the Registration Statement on Form S-8 filed on April 27, 2007 (file no. 333-142431), with respect to shares of the Registrant’s Common Stock, par value $1.00 (the “Common Stock”), thereby registered for offer or sale pursuant to The Ryland Group, Inc. 2007 Equity Incentive Plan (the “2007 Plan”).  A total of 2,084,168 shares were registered for issuance under the Registrant’s 2007 Plan.

The Registrant has since adopted a new equity incentive plan, The Ryland Group, Inc. 2008 Equity Incentive Plan (the “2008 Plan”) which replaces the 2007 Plan as of the date the stockholders approved the 2008 Plan.  No future awards will be made under the 2007 Plan.  According to the terms of the 2008 Plan, 1,688,013 shares that were available for grant under the 2007 Plan that were not granted under the 2007 Plan are available for issuance under the 2008 Plan (the “Carried Forward Shares”).  The Carried Forward Shares are hereby deregistered.

Contemporaneously with the filing of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (file no. 333-142431), the Registrant is filing a Registration Statement on Form S-8 to register shares of Common Stock for offer or sale pursuant to the 2008 Plan, including but not limited to the Carried Forward Shares.

In accordance with the principles set forth in Interpretation 89 under Section G of the Manual of Publicly Available Telephone Interpretations of the Division of Corporation Finance of the Securities and Exchange Commission (July 1997) and Instruction E to the General Instructions to Form S-8, this Post-Effective Amendment No. 1 is hereby filed (i) to reallocate the Carried Forward Shares from the 2007 Plan to the 2008 Plan, and (ii) to carry over the registration fees paid for the Carried Forward Shares from the Registration Statement on Form S-8 filed for the 2007 Plan to the Registration Statement on Form S-8 for the 2008 Plan that is filed contemporaneously with the filing of this Post-Effective Amendment No. 1.

EXHIBIT INDEX

EXHIBIT NUMBER	DESCRIPTION
24.1	Powers of Attorney (filed herewith)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Calabasas, State of California, on the 25^th day of April, 2008.

THE RYLAND GROUP, INC.
By:	/s/ Timothy J. Geckle
	Timothy J. Geckle
	Senior Vice President, General Counsel and
	Secretary

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ R. Chad Dreier	R. Chad Dreier Chairman of the Board, President and	April 25, 2008
R. Chad Dreier	Chief Executive Officer (Principal Executive Officer)
/s/ Gordon A. Milne	Gordon A. Milne Executive Vice President and	April 25, 2008
Gordon A. Milne	Chief Financial Officer (Principal Financial Officer)
/s/ David L. Fristoe	David L. Fristoe Senior Vice President, Controller and	April 25, 2008
David L. Fristoe	Chief Accounting Officer (Principal Accounting Officer)

A majority of the Board of Directors:

Leslie M. Frécon, Roland A. Hernandez, William L. Jews, Ned Mansour, Robert E. Mellor, Norman J. Metcalfe and Charlotte St. Martin

/s/ Timothy J. Geckle	As Attorney-in-Fact	April 25, 2008
Timothy J. Geckle

EX-24.1

EXHIBIT 24.1

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned directors of The Ryland Group, Inc., a Maryland corporation (“Ryland”), constitute and appoint Timothy J. Geckle and Robert J. Cunnion, III, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, and in either of them, to sign for the undersigned in their respective names as directors of Ryland, on Ryland’s Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of Common Stock of Ryland pursuant to The Ryland Group, Inc. 2008 Equity Incentive Plan, and to sign for the undersigned in their respective names as directors of Ryland, on Ryland’s Post-Effective Amendment No. 1 to Form S-8 for The Ryland Group, Inc. 2007 Equity Incentive Plan relating to the deregistration of shares thereunder, to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended.  We hereby confirm all acts taken by such agents and attorneys-in-fact, or each of them, as herein authorized.

Signature	Title	Date
/s/ Leslie M. Frécon	Director	April 25, 2008
Leslie M. Frécon
/s/ Roland A. Hernandez	Director	April 25, 2008
Roland A. Hernandez
/s/ William L. Jews	Director	April 25, 2008
William L. Jews
/s/ Ned Mansour	Director	April 25, 2008
Ned Mansour
/s/ Robert E. Mellor	Director	April 25, 2008
Robert E. Mellor
/s/ Norman J. Metcalfe	Director	April 25, 2008
Norman J. Metcalfe
/s/ Charlotte St. Martin	Director	April 25, 2008
Charlotte St. Martin