SILVERLEAF RESORTS, INC.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL EXECUTIVES

1. Purpose of Code of Ethics
   

   The purpose of this Code of Ethics is to promote the honest and ethical conduct of our Chief Executive Officer and Senior Financial Executives (described below), including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; to promote full, fair, accurate, timely and understandable disclosure in periodic reports required to be filed by Silverleaf Resorts, Inc. (the “Company”); and to promote compliance with all applicable rules and regulations that apply to the Company and its officers.

   
   
2. Introduction
   

   This Code of Ethics is applicable to the Company’s chief executive officer ("CEO"), chief financial officer, chief operating officers, chief administrative officer, chief accounting officer and comptroller (or any persons performing similar functions, together, the “Senior Financial Executives”). References in this Code of Ethics to the Company means the Company or any of its subsidiaries.

   
   

   While we expect honest and ethical conduct in all aspects of our business from all of our employees, we expect the highest possible honest and ethical conduct from our CEO and Senior Financial Executives. As a CEO or Senior Financial Executive, you are an example for other employees and we expect you to foster a culture of transparency, integrity and honesty. Compliance with this Code of Ethics is a condition to your employment and any violations of the Code may result in disciplinary action, up to and including termination of your employment.

   
   

   Waivers of this Code may be made only by the Board or the Audit Committee and will be disclosed in accordance with applicable law.

   
   
3. Conflicts of Interest
   

   A conflict of interest occurs when your private interests interfere, or appear to interfere, in any way, with the interests of the Company as a whole. Conflicts of interest can also arise when you take action or you or a member of your family have interests that may make it difficult for you to perform your duties to the Company effectively. Any potential or actual conflicts of interest must be disclosed to the Chairman of the Audit Committee, and the officer in question must comply with any measure that may be required by the Audit Committee in order to avoid or eliminate such conflict. Although we cannot list every conceivable conflict, following are some common examples that illustrate actual or apparent conflicts of interest that should be avoided:

   
   
   3.1 Improper Personal Benefits from the Company
   

   Conflicts of interest arise when an officer or a member of his or her family receives improper personal benefits as a result of his or her position in the Company. You may not accept any benefits from the Company that have not been duly authorized and approved pursuant to Company policy and procedure, including any Company loans or guarantees of your personal obligations.

   
   
   3.2 Financial Interests in Other Businesses
   

   You should avoid having an ownership interest in any other enterprise if that interest compromises or appears to compromise your loyalty to the Company. For example, you may not own an interest in a company that competes with the Company or that does business with the Company (such as a supplier) unless you obtain the written approval of the Audit Committee Chairman before making any such investment. However, it is not typically considered, and the Company does not consider it, a conflict of interest (and therefore prior written approval is not required) to make investments in competitors, clients or suppliers that are listed on a national or international securities exchange so long as the total value of the investment is less than one percent (1%) of the outstanding stock of the corporation and the amount of the investment is not so significant that it would affect your business judgment on behalf of the Company.

   
   
   3.3 Business Arrangements with the Company
   

   Without the prior written approval of the Audit Committee Chairman, you may not participate in a joint venture, partnership or other business arrangement with the Company.

   
   
   3.4 Corporate Opportunities
   

   If you learn of a business or investment opportunity through the use of corporate property or information or your position at the Company, such as from a competitor or actual or potential supplier or business associate of the Company (including a principal, officer, director or employee of any of the above), you may not participate in the business or make the investment without the prior written approval of Audit Committee Chairman. Such an opportunity should be considered an investment opportunity for the Company the first instance.

   
   
   3.5 Outside Employment or Activities With a Competitor
   

   Simultaneous employment with or serving as a director of a competitor of the Company is strictly prohibited, as is any activity that is intended to or that you should reasonably expect to advance a competitor’s interests at the expense of the Company’s interests. You may not market products or services in competition with the Company’s current or potential business activities. It is your responsibility to consult with the Audit Committee Chairman to determine whether a planned activity will compete with any of the Company’s business activities before you pursue the activity in question.

   
   
   3.6 Outside Employment With a Supplier
   

   Without the prior written approval of the Audit Committee Chairman, you may not be a supplier or be employed by, serve as a director of or represent a supplier to the Company. Without the prior written approval of the Audit Committee Chairman, you may not accept money or benefits of any kind from a third party as compensation or payment for any advice or services that you may provide to a client, supplier or anyone else in connection with its business with the Company.

   
   
   3.7 Family Members Working In The Industry
   

   If your spouse or significant other, your children, parents, or in-laws, or someone else with whom you have a familial relationship is a competitor or supplier of Company or is employed by one, you must disclose the situation to the Audit Committee Chairman so that the Audit Committee may assess the nature and extent of any concern and how it can be resolved. You must carefully guard against inadvertently disclosing Company confidential information and being involved in decisions on behalf of the Company that involve the other enterprise.

   
   

   If you have any doubt as to whether or not conduct would be considered a conflict of interest, please consult with the Audit Committee Chairman.

   
   
4. Accurate Periodic Reports and Other Public Communications
   

   As you are aware, full, fair, accurate, timely and understandable disclosure in our periodic reports filed with the SEC and in our other public communications is required by SEC rules and is essential to our continued success. Please exercise the highest standard of care in preparing such materials. We have established the following guidelines in order to ensure the quality of our periodic reports.

   
   
   
   
   • All Company accounting records, as well as reports produced from those records, must be kept and presented in accordance with the laws of each applicable jurisdiction.
     
   • All records must fairly and accurately reflect the transactions or occurrences to which they relate.
     
   • All records must fairly and accurately reflect in reasonable detail the Company’s assets, liabilities, revenues and expenses.
     
   • The Company’s accounting records must not contain any false or intentionally misleading entries.
     
   • No transaction may be intentionally misclassified as to accounts, departments or accounting periods or in any other manner.
     
   • All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accounting period.
     
   • No information may be concealed from the internal auditors or the independent auditors.
     
   • Compliance with Generally Accepted Accounting Principles and the Company’s system of internal accounting controls is required at all times.
   
   
   
5. Compliance with Laws and Ethics Code
   

   You are expected to comply with both the letter and spirit of all applicable governmental rules and regulations and this Code, and to report any suspected violations of applicable governmental rules and regulations or this Code to the Chairman of the Audit Committee. No one will be subject to retaliation because of a good faith report of a suspected violation. If you fail to comply with this Code or any applicable laws or regulations, you may be subject to disciplinary measures, up to and including discharge.

   
   
6. No Rights Created
   

   This Code is a statement of certain fundamental principles, policies and procedures that govern the Company’s CEO, and Senior Financial Executives in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, shareholder or any other person or entity.

Adopted: December 16, 2003

SILVERLEAF RESORTS, INC.

CODE OF BUSINESS CONDUCT AND ETHICS

FOR DIRECTORS, OFFICERS AND EMPLOYEES

1. Complying with Law
   

   All employees, officers and directors of the Company should respect and comply with all of the laws, rules and regulations of the U.S. and other countries, and the states, counties, cities and other jurisdictions, in which the Company conducts its business or the laws, rules and regulations of which are applicable to the Company.

   
   

   Such legal compliance should include, without limitation, compliance with the “insider trading” prohibitions applicable to the Company and its employees, officers and directors. Generally, employees, officers and directors who have access to or knowledge of confidential or non-public information from or about the Company are not permitted to buy, sell or otherwise trade in the Company’s securities, whether or not they are using or relying upon that information. This restriction extends to sharing or tipping others about such information, especially since the individuals receiving such information might utilize such information to trade in the Company’s securities. In addition, the Company has implemented trading restrictions to reduce the risk, or appearance, of insider trading. Company employees, officers and directors are directed to the Company’s Insider Trading Policy or to the Corporate Secretary if they have questions regarding the applicability of such insider trading prohibitions.

   
   

   This Code of Business Conduct and Ethics does not summarize all laws, rules and regulations applicable to the Company and its employees, officers and directors. Please consult the Corporate Secretary and the various guidelines, including the Company’s Employee Handbook or Personnel Policies, which the Company has prepared on specific laws, rules and regulations.

   
   
2. Conflicts of Interest
   

   All employees, officers and directors of the Company should be scrupulous in avoiding a conflict of interest with regard to the Company’s interests. A “conflict of interest” exists whenever an individual’s private interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company, whether received from the Company or a third party. Loans to, or guarantees of obligations of, employees, officers and directors and their respective family members may create conflicts of interest. Federal law prohibits loans to directors and executive officers.

   
   

   Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors or committees of the Board. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Corporate Secretary. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in this Code.

   
   
3. Corporate Opportunity
   

   Employees, officers and directors are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) competing with the Company. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

   
   
4. Confidentiality
   

   Employees, officers and directors of the Company must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is authorized by the Corporate Secretary or required by laws, regulations or legal proceedings. Whenever feasible, employees, officers and directors should consult the Corporate Secretary if they believe they have a legal obligation to disclose confidential information. Confidential information includes all non-public information that might be of use to competitors of the Company, or harmful to the Company or its customers if disclosed.

   
   
5. Fair Dealing
   

   Each employee, officer and director should endeavor to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. None should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice.

   
   
6. Protection and Proper Use of Company Assets
   

   All employees, officers and directors should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets should be used for legitimate business purposes.

   
   
7. Accounting Complaints and Internal Control Matters
   

   The Company’s policy is to comply with all applicable financial reporting and accounting regulations applicable to the Company. If any employee, officer or director of the Company has concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Audit Committee of the Board of Directors which will, subject to its duties arising under applicable law, regulations and legal proceedings, treat such submissions confidentially. Such submissions should be directed to the attention of the Audit Committee in accordance with the Notice of Employee Confidential Information Submission Policy (attached hereto).

   
   
8. Reporting any Illegal or Unethical Behavior
   

   Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and, when in doubt, about the best course of action in a particular situation. Employees, officers and directors who are concerned that violations of this Code or that other illegal or unethical conduct by employees, officers or directors of the Company have occurred or may occur should either contact their supervisor or superiors. If they do not believe it appropriate or are not comfortable approaching their supervisors or superiors about their concerns or complaints, then they may contact either the Corporate Secretary of the Company or the Audit Committee or the Executive Committee of the Board of Directors of the Company. If their concerns or complaints require confidentiality, including keeping their identity anonymous, then this confidentiality will be protected, subject to applicable law, regulation or legal proceedings.

   
   
9. No Retaliation
   

   The Company will not permit retaliation of any kind by or on behalf of the Company and its employees, officers and directors against good faith reports or complaints of violations of this Code or other illegal or unethical conduct.

   
   
10. Public Company Reporting
    

    As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely. Depending on his or her position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company’s public disclosure requirements.

    
    
11. Amendment, Modification and Waiver
    

    This Code may be amended, modified or waived by the Board of Directors and waivers may also be granted by the Executive Committee, subject to the disclosure and other provisions of the Securities Exchange Act of 1934, and the rules thereunder and the applicable rules of the New York Stock Exchange, American Stock Exchange and NASDAQ.

    
    

SILVERLEAF RESORTS, INC.

Notice of Employee Confidential Information Submission Policy

The Silverleaf Audit Committee—which is composed entirely of independent directors unaffiliated with management—has established procedures for the receipt of confidential and anonymous submissions from employees regarding accounting, internal controls, and auditing matters. The purpose of the policy is to detect and evaluate evidence of questionable business practices while maintaining the confidentiality and anonymity of the employee who is the source of the information.

The matters upon which you may comment directly to the Audit Committee are:

• matters that concern any aspect of the Company's accounting practices, including its internal accounting controls and its disclosure controls and procedures;
  
• matters concerning the Company's internal auditing practices; and
  
• matters regarding the Company's relationship with its outside auditors.

Please provide sufficient details in your confidential written submissions so that the Audit Committee will be able to fully evaluate any matters that you report. THE CONFIDENTIALITY OF ANY MATTER YOU SUBMIT TO THE AUDIT COMMITTEE WILL BE PROTECTED

J. Richard Budd, III

          Audit Committee Chairman