Silverleaf's Third Quarter Revenue Increases 37%

Vacation Interval Sales Increase 32%

Press Release

November 4, 1999
DALLAS, TX -- Silverleaf Resorts, Inc. (NYSE: SVR) yesterday reported financial results for the third quarter and nine months ended September 30, 1999. Total revenues for the third quarter increased 37% to $61.8 million from $45.2 million in the third quarter of 1998.

Vacation interval sales increased 32% to $50.7 million for the quarter ended September 30, 1999, from $38.4 million in the comparative prior year period. Upgrade sales accounted for approximately 27% of total VOI sales, a 60% increase in dollar volume compared with last year's third quarter. Sales at the Company's seven core resorts grew 25% and represented 61% of total VOI sales. New resorts' sales grew 44%, and accounted for 39% of total VOI sales. The number of units sold increased 9%, while the average sales price increased 13%.

``The Company experienced strong VOI sales throughout our system, demonstrating that our strategy for extending our model nationwide is working well. We were successful in selling the Silverleaf concept not only at our core resorts, but at properties serving such key markets as Chicago, Boston, New York, Atlanta, and St. Louis. As a result, the Company reported solid revenue for the quarter; and as we continue to leverage our new technology platform and implement call center staffing improvements, Silverleaf is positioned for long-term earnings growth,'' said Robert Mead, Silverleaf's Chairman and Chief Executive Officer.

``Silverleaf's focus this year has been on assimilating our rapid growth and building a stronger, more competitive company. Our initiatives in 1999 are the culmination of several years of dramatic expansion for our Company. As a result of those initiatives and our work during the past few years, Silverleaf has much greater diversity in its resorts, significant improvements in its infrastructure, properties, units, and amenities, and a more powerful marketing platform. We approach 2000 as a Company whose resorts have earned a growing reputation for the variety and high quality of vacation experiences they offer,'' Mead added. -more- EBITDA for the third quarter was $14.8 million, an increase of 27% from $11.6 million in the prior year comparative quarter. For the quarter ended September 30, 1999, net income was $5.4 million, or $0.42 per share, compared to $5.4 million, or $0.42 per share, in the third quarter of 1998. While revenue increased 37%, net income remained unchanged reflecting higher sales and marketing costs due to the rapid expansion of call center capacity as well as to the Company's expanding geographic presence.

For the nine months ended September 30, 1999, total revenues increased 41% to $167.9 million compared to $119.4 million in the comparative prior year period. Vacation interval sales for the nine months ended September 30, 1999 were $138.5 million, representing an increase of 35%, compared to $102.4 million for the nine months ended September 30, 1998. Net income increased 9% to $15.8 million from $14.5 million in the first nine months of 1999 compared to 1998. Diluted net income per share was $1.22, a 7% increase, compared to $1.14 per share for the first nine months of 1998.

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and/or operates 22 resorts in various stages of development. Silverleaf resorts offer a wide array of country club-like amenities, such as golf, swimming, horseback riding, boating, and many organized activities for children and adults. Silverleaf has a managed ownership base of over 90,000. Further information on the Company may be found on its website, www.silverleafresorts.com.

This release contains certain forward-looking statements which involve risks and uncertainties and actual results may 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 which 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 annual report on form 10K dated March 26, 1999 (pages 30 through 38).

              SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            (in thousands, except share and per share data)
                              (Unaudited)


                              Three Months Ended     Nine Months Ended
                            --------------------  --------------------
                              Sept 30,   Sept 30,   Sept 30,   Sept 30,
                                1999       1998       1999       1998
                            ---------  ---------  ---------  ---------

Revenues:
Vacation Interval sales     $  50,706  $  38,427  $ 138,480  $ 102,364
Sampler sales                   1,475        682      4,217      1,685
                            ---------  ---------  ---------  ---------
Total sales                    52,181     39,109    142,697    104,049

Interest income                 7,566      4,278     20,017     11,291
Management fee income             678        725      2,218      1,819
Other income                    1,337      1,107      2,997      2,250
                            ---------  ---------  ---------  ---------
Total revenues                 61,762     45,219    167,929    119,409

Costs and Operating Expenses:
Cost of Vacation
 Interval sales                 7,826      5,605     21,183     16,154
Sales and marketing            26,864     19,260     72,177     47,692
Provision for
 uncollectible notes            5,071      4,489     13,848     12,346
Operating, general and
 administrative                 6,345      3,485     17,399     10,123
Other expense                     876        740      2,185      2,213
Depreciation and amortization   1,439      1,029      3,978      2,280
Interest expense                4,517      1,756     11,545      5,088
                            ---------  ---------  ---------  ---------
Total costs and
 operating expenses            52,938     36,364    142,315     95,896

Income before provision
 for income taxes               8,824      8,855     25,614     23,513
Provision for income taxes      3,397      3,435      9,861      9,019
                            ---------  ---------  ---------  ---------

Net Income                  $   5,427  $   5,420  $  15,753  $  14,494
                            =========  =========  =========  =========

Basic net income
 per common share           $    0.42  $    0.42  $    1.22  $    1.16
                            =========  =========  =========  =========

Diluted net income
 per common share           $    0.42  $    0.42  $    1.22  $    1.14
                            =========  =========  =========  =========

Weighted average number of
 basic shares outstanding  12,889,417 13,054,380 12,889,417 12,543,544
                           ========== ========== ========== ==========

Weighted average number
 of diluted shares
 outstanding               12,889,417 13,054,380 12,889,417 12,664,871
                           ========== ========== ========== ==========


              SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS
            (in thousands, except share and per share data)
                              (Unaudited)


                                      September 30,     December 31,
                                            1999             1998
                                      ------------      -----------
   ASSETS
Cash and equivalents                     $   8,026        $  11,355
Restricted cash                                903              873
Notes receivable, net                      258,499          173,959
Amounts due from affiliates                  8,581            4,115
Inventories                                 97,236           71,694
Land, equipment, buildings,
 and utilities, net                         48,501           34,025
Prepaid and other assets                    16,492           16,899
                                         ---------        ---------
   TOTAL ASSETS                          $ 438,238        $ 312,920
                                         =========        =========

   LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Accounts payable and accrued expenses    $  15,424        $   8,144
Unearned revenues                            7,412            4,082
Deferred and current income taxes, net      28,096           25,660
Notes payable and capital
 lease obligations                         154,627           58,108
Senior subordinated notes                   75,000           75,000
                                         ---------        ---------
   Total Liabilities                       280,559          170,994

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
Common stock, par value $0.01 per share,
 100,000,000 shares authorized,
 13,311,517 shares issued and 12,889,417
 shares outstanding at September 30,
 1999 and December 31, 1998                    133              133
Additional paid-in capital                 109,339          109,339
Retained earnings                           53,206           37,453
Treasury stock (422,100 shares)             (4,999)          (4,999)
                                         ---------        ---------
   Total Shareholders' Equity              157,679          141,926
                                         ---------        ---------

   TOTAL LIABILITIES AND
    SHAREHOLDERS' EQUITY                 $ 438,238        $ 312,920
                                         =========        =========


              SILVERLEAF RESORTS, INC. AND SUBSIDIARIES
                   CONDENSED SELECTED FINANCIAL DATA
           (dollars in thousands, except average price data)
                              (Unaudited)


                                 As of and for the Quarter Ended
                          --------------------------------------------
                           9/30/99  6/30/99  3/31/99 12/31/98  9/30/98
                          -------- -------- -------- -------- --------
FINANCIAL DATA:

Earnings Before Interest
 expense, Provision for
 Income Taxes, and
 Depreciation and
 Amortization expense
 ("EBITDA")               $ 14,780 $ 13,985 $ 12,372 $  9,410 $ 11,640
Gross notes receivable    $287,517 $254,766 $222,615 $197,906 $175,851
Allowance for
 uncollectible notes      $ 29,018 $ 26,343 $ 24,533 $ 23,947 $ 20,590
Delinquency percentage
 (overall) (90 day basis)     9.3%     9.1%    10.5%    11.0%     8.9%

OPERATING DATA:

Number of Vacation Intervals
 sold (excluding upgrades)   3,948    4,031    3,879    3,283    3,608
Number of upgraded
 Vacation Intervals sold     3,152    2,762    2,248    1,570    1,891
Average price of Vacation
 Intervals sold
 (excluding upgrades)     $  9,357 $  8,532 $  8,146 $  8,045 $  8,265
Average price of upgraded
 Vacation Intervals sold  $  4,367 $  4,364 $  4,329 $  4,334 $  4,551


Contact:

     Silverleaf Resorts, Inc.
     Harry J. White, Jr., CFO
     214/631-1166
     or
     Morgen-Walke Associates
     Michele Katz/Michael Polyviou/Ian Hirsch
     Press: Merridith Ingram/Stacey Reed
     212/850-5600