EXHIBIT 99.1

                            SILVERLEAF RESORTS, INC.
                              1221 RIVER BEND DRIVE
                                    SUITE 120
                               DALLAS, TEXAS 75247


Contact: Harry J. White, Jr.
         Chief Financial Officer
         (214) 631-1166

                       SILVERLEAF RESORTS, INC. ANNOUNCES
                          COMPLETION OF EXCHANGE OFFER
                             AND DEBT RESTRUCTURING

         DALLAS, TEXAS. (May 3, 2002) - Silverleaf Resorts, Inc. today announced
completion of the exchange offer commenced on March 15, 2002 regarding its 10
1/2% senior subordinated notes due 2008. A total of $56,934,000 in principal
amount of the Company's 10 1/2% senior subordinated notes were exchanged for a
combination of $28,467,000 in principal amount of the Company's new class of
6.0% senior subordinated notes due 2007 and 23,937,489 shares of the Company's
common stock representing approximately 65% of the common stock outstanding
after the exchange offer. Under the terms of the exchange offer, tendering
holders will collectively receive cash payments of $1,335,544.61 on May 16,
2002, and a further payment of $334,455.11 on October 1, 2002. A total of
$9,766,000 in principal amount of the Company's 10 1/2% notes were not tendered
and remain outstanding. As a condition of the exchange offer, the Company has
paid all past due interest to non-tendering holders of its 10 1/2% notes. Under
the terms of the exchange offer, the acceleration of the maturity date on the 10
1/2% notes which occurred in May 2001 has been rescinded, and the original
maturity date in 2008 for the 10 1/2% notes has been reinstated. Past due
interest paid to nontendering holders of the 10 1/2% notes was $1,827,805.62.
The indenture under which the 10 1/2% notes were issued was also consentually
amended as a part of the exchange offer.

         The Company also announced that it has completed amendments to its
credit facilities with its principal senior lenders as well as amendments to a
$100 million conduit facility through one of its subsidiaries. Finalization of
its exchange offer and the amendment of its principal credit facilities marks
the completion of the Company's previously announced debt restructuring which
was necessitated by severe liquidity problems first announced by the Company on
February 27, 2001. As a part of the debt restructuring, the Company's
noteholders and senior lenders waived all previously declared events of default.

         This release contains certain forward-looking statements that involve
risks and uncertainties and actual results many differ materially from those
anticipated. The Company is subject to specific risks associated with the
timeshare industry, the regulatory environment, and various economic factors.
Additionally, anticipated results are dependent upon the Company's ability to
identify and acquire or develop other operations under terms that are beneficial
to the Company and its shareholders. Other risk factors are more fully discussed
under "Cautionary Statements" in the Company's SEC reports, including the
Company's 1999 annual report on Form 10K (pages 29 through 35 thereof).