Ex. 14.1



                            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:



CODE OF ETHICS - PAGE 1



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         3.1. IMPROPER PERSONAL BENEFITS FROM THE COMPANY



                  Conflicts of interest arise when an officer or a member of his

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