content: <PAGE>   1
    As filed with the Securities and Exchange Commission on September 30, 1998
                                                        Registration No. _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
  
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                              SILVERLEAF RESORTS, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
                   TEXAS                                      75-2259890
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                    Identification No.)
                                                        
                                                        
      1221 RIVERBEND DRIVE, SUITE 120                   
               DALLAS, TEXAS                            
               (214) 631-1166                                   75247
  (Address of Principal Executive Offices)                    (Zip Code)
                                                        
  
  
  
                1997 STOCK OPTION PLAN FOR SILVERLEAF RESORTS, INC.
                              (Full title of the plan)
  
  
  
                                                             Copy to:
                ROBERT E. MEAD                         DAVID N. REED, ESQ.
           CHIEF EXECUTIVE OFFICER                MEADOWS, OWENS, COLLIER, REED,
           SILVERLEAF RESORTS, INC.                    COUSINS & BLAU, LLP
       1221 Riverbend Drive, Suite 120             901 Main Street, Suite 3700
             Dallas, Texas  75247                   Dallas, Texas  75202-3792
                (214) 631-1166                            (214) 744-3700
     (Name, address, including zip code,        
  and telephone number, including area code,    
            of agent for service)                    
  
  
                          CALCULATION OF REGISTRATION FEE
  
  
  <TABLE>
  <CAPTION>
      Title of each class                                Proposed maximum          Proposed maximum  
      of securities to be      Amount of shares to      offering price per        aggregate offering           Amount of
          registered              be registered              share (1)                price (1)            registration fee (1)
      <S>                      <C>                      <C>                       <C>                      <C>
         Common Stock,                   1,600,000            $10.125                $16,200,000                 $4,909
        $0.01 par value
  </TABLE>
  
  (1)  Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
       amended, based on the average of the high and low prices reported in the
       consolidated reporting system on September 24, 1998, a date within five
       business days prior to the date of filing of the registration statement.
  <PAGE>   2
                                       PART I
                         INFORMATION REQUIRED IN PROSPECTUS
  
                                  EXPLANATORY NOTE
  
           The information called for by Item 1 and Item 2 of Part I of Form S-8
  is included in the description of the 1997 Stock Option Plan for Silverleaf
  Resorts, Inc., as amended (the "Plan") to be delivered to persons eligible to
  participate in the Plan.  Pursuant to the Note to Part I of Form S-8, this
  information is not being filed with or included in this Form S-8.  However,
  included herein is a prospectus (the "Reoffer Prospectus") to be used by
  certain selling shareholders in connection with the reoffer and resale of
  shares of common stock, par value $0.01 per share, of Silverleaf Resorts, Inc.
  ("Silverleaf") acquired pursuant to the Plan.  Such Reoffer Prospectus has been
  prepared in accordance with the requirements of Form S-3 pursuant to General
  Instruction C of Form S-8.  The Reoffer Prospectus (as supplemented from time
  to time) may be used for reoffers or resales of Silverleaf common stock
  acquired by an "affiliate" (as such term is defined in Rule 405 of the General
  Rules and Regulations under the Securities Act of 1933, as amended) pursuant to
  the exercise of options under the Plan.
  <PAGE>   3
  REOFFER PROSPECTUS
  
                                  1,600,000 SHARES
  
                              SILVERLEAF RESORTS, INC.
  
                                    Common Stock
  
  
                          ------------------------------
  
  
           This Reoffer Prospectus (the "Prospectus") relates to the resale of up
  to 1,600,000 shares (the "Shares") of the common stock, par value $0.01 per
  share (the "Common Stock") of Silverleaf Resorts Inc. ("Silverleaf" or the
  "Company"), which may in the future be issued pursuant to the 1997 Stock Option
  Plan for Silverleaf Resorts, Inc. (the "Plan") and may be offered and sold from
  time to time by persons who may be deemed to be affiliates of the Company
  (collectively, the "Selling Shareholders"). See "Selling Shareholders".
  
           The shares of Common Stock may be sold from time to time to purchasers
  directly by any of the Selling Shareholders.  Alternatively, sales by the
  Selling Shareholders may be made separately through one or more transactions
  (which may involve one or more block transactions) on the New York Stock
  Exchange (the "NYSE"), or in sales occurring in the public market off the NYSE,
  in negotiated transactions, or in a combination of such transactions.  Each
  sale may be at prices and at terms then prevailing or at prices related to the
  then current market price or at negotiated prices and terms.  Some or all of
  the shares of Common Stock may be sold through brokers acting on behalf of the
  Selling Shareholders or to dealers for resale by such dealers and in connection
  with such sales, such brokers or dealers may receive compensation in the form
  of discounts or commissions from the Selling Shareholders and/or the purchasers
  of such shares for whom they may act as broker or agent.  Upon any sale of the
  Shares offered hereby, the Selling Shareholders and participating agents,
  brokers or dealers may be deemed to be underwriters as that term is defined in
  the Securities Act of 1993, as amended (the "Securities Act"), and commissions
  or discounts or any profit realized on the resale of such securities may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution."
  
           The Common Stock is traded on the NYSE under the symbol "SVR."  On
  September 24, 1998, the last reported sale price of the Common Stock as
  reported on the NYSE was $10.125 per share.  The Company will pay all expenses
  in connection with the offering contemplated by this Prospectus, other than
  underwriting discounts or commissions, brokers' fees and the fees of any
  counsel to the Selling Shareholders.
  
           Prospective Investors should carefully consider the matters set forth
  under the caption "Risk Factors" on page 3 of this Prospectus.
  
                                     ---------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                                     ---------
  
                The date of this Prospectus is September 30, 1998.
  <PAGE>   4
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Such reports,
  proxy statements and other information can be inspected and copied at the
  public reference facilities maintained by the Commission at Judiciary Plaza,
  450 Fifth Street, N.W. Washington, D.C. 20549, and at the public reference
  facilities maintained by the Commission at Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center,
  Suite 1300, New York, New York 10048.  Copies of such materials can also be
  obtained at prescribed rates from the Public Reference Section of the
  Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  The Commission
  maintains a Web site that contains reports, proxy and information statements
  and other information regarding registrants that file electronically with the
  Commission and that is located at http://www.sec.gov.  The Company's Common
  Stock is quoted on the NYSE.  Copies of such reports and other information can
  also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
  York 10005.
  
           This Prospectus constitutes a part of a Registration Statement filed
  by the Company with the Commission under the Securities Act relating to the
  securities issuable pursuant to the Plan offered hereby.  This Prospectus omits
  certain of the information contained in the Registration Statement, and
  reference is hereby made to the Registration Statement and to the exhibits
  relating thereto for further information with respect to the Company and the
  securities offered hereby.  Any statements contained herein concerning the
  provisions of any document are not necessarily complete, and in each instance
  reference is made to the copy of such document filed as an exhibit to the
  Registration Statement or otherwise filed with the Commission.  Each such
  statement is qualified in its entirety by such reference.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The Company hereby incorporates by reference into this Prospectus the
  following documents and information heretofore filed with the Commission:
  
           (i)     the Company's Quarterly Report on Form 10-Q for the period
                   ended June 30, 1997,
  
           (ii)    the Company's Quarterly Report on Form 10-Q for the period
                   ended September 30, 1997,
  
           (iii)   the Company's Annual Report on Form 10-K/A for the year ended
                   December 31, 1997,
  
           (iv)    the Company's Quarterly Report on Form 10-Q for the period
                   ended March 31, 1998,
  
           (v)     the Company's Quarterly Report on Form 10-Q for the period
                   ended June 30, 1998,
  
           (vi)    the description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A (Commission File
                   No. 001-13003), filed May 16, 1997.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
  offering made hereby, shall be deemed incorporated by reference in this
  Prospectus and to be a part of this Prospectus from the date of the filing of
  such reports.  Any statement contained in a document incorporated or deemed to
  be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Prospectus to the extent that a statement
  contained herein or in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Prospectus.
  
           Any person receiving a copy of this Prospectus may obtain, without
  charge, upon written or oral request, a copy of any of the documents
  incorporated by reference herein, except for the exhibits to such documents
  (other than the exhibits expressly incorporated in such documents by
  reference).  Requests should be directed to the Secretary of the Company at
  1221 Riverbend, Suite 120, Dallas, Texas  75247, telephone (214) 631-1166.
  
  
  
  
  
                                         2
  <PAGE>   5
                                    THE COMPANY
  
           The Company is a leading developer, marketer, and operator of
  "drive-to" timeshare resorts.  Silverleaf currently owns and operates eight
  "drive-to" resorts in Texas, Missouri, Illinois and Massachusetts (the "Drive-to
  Resorts").  Additionally, Silverleaf has acquired two sites near Kansas City,
  Missouri and Atlanta, Georgia for development as new Drive-to Resorts and has
  acquired the timeshare management rights and certain unsold Vacation Intervals
  at eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
  South Carolina, Tennessee and Texas.  Silverleaf also owns two "destination"
  resorts in Missouri (the "Destination Resorts"), and has recently acquired sites
  in Las Vegas, Nevada and Galveston, Texas, for development as two new
  destination resorts (the "New Resorts").  The Drive-to Resorts are designated to
  appeal to value conscious vacationers seeking comfortable and affordable
  accommodations in locations convenient to their residences and are located
  proximate to major metropolitan areas (currently Dallas-Fort Worth, Houston, San
  Antonio-Austin, St. Louis, Chicago, Boston and the greater New York City area).
  Silverleaf locates its Drive-to Resorts near principal market areas to
  facilitate more frequent "short stay" getaways, which it believes is a growing
  vacation trend. Silverleaf's Destination Resorts, which are located in the
  popular resort area of Branson, Missouri, offer Silverleaf customers the
  opportunity to upgrade into a higher quality resort area as their lifestyles and
  travel budgets permit.  Both the Drive-to Resorts and the Destination Resorts
  are in rustic areas and provide a quite, relaxing vacation environment.  The New
  Resorts are in popular destination resort areas which are accessible to
  Silverleaf's customers and complement Silverleaf's strategy of offering its
  existing customers attractive upgrade opportunities.  Silverleaf believes its
  resorts offer its customers an economical alternative to commercial vacation
  lodging.
  
           Silverleaf's operations presently include (i) developing and acquiring
  timeshare resorts; (ii) marketing and selling one-week annual and biennial
  vacation intervals ("Vacation Intervals") to prospective first-time owners;
  (iii) marketing and selling upgraded Vacation Intervals to existing owners of
  Silverleaf Vacation Intervals; (iv) providing financing for the purchase of
  Vacation Intervals; and operating timeshare resorts.
  
           The Company's principal executive offices are located at 1221
  Riverbend, Suite 120, Dallas, Texas 75247, and its telephone number is (214)
  631-1166.
  
                                    RISK FACTORS
  
           In addition to the other information contained in, or incorporated by
  reference into, this Prospectus, prospective purchasers in this offering should
  carefully consider the following factors relating to the Company and its
  business when evaluating an investment in the shares offered hereby.
  
  SENSITIVITY OF CUSTOMERS TO GENERAL ECONOMIC CONDITIONS
  
           The Company targets value-conscious customers and approximately
  two-thirds of the Company's customers have annual household incomes of less
  than $50,000.  These customers are generally more vulnerable to deteriorating
  economic conditions than consumers in the luxury or upscale markets.  Any
  economic downturn could depress spending for Vacation Intervals, limit the
  availability or increase the cost of financing for the Company and its
  customers and adversely affect the collectibility of the Company's loans to
  Vacation Interval buyers.
  
  BORROWER DEFAULTS
  
           The Company offers financing to the buyers of Vacation Intervals at the
  Company's resorts.  These buyers make a down payment of at least 10% of the
  purchase price and deliver a promissory note to the Company for the balance; the
  promissory notes generally bear interest at a fixed rate, are payable over a
  seven year period and are secured by a first mortgage on the Vacation Interval.
  The Company bears the risk of defaults on these promissory notes, and this risk
  is heightened as the Company generally does not verify the credit history of its
  customers and will provide financing if the customer is presently employed and
  meets certain household income criteria.  At June 30, 1998, the Company had
  Vacation Interval customer notes receivable in the principal amount of $143.2
  million and notes unrelated to Vacation Intervals in the principal amount of
  $9.0 million, was contingently liable with respect to approximately $1.4 million
  principal amount of customer notes sold with recourse, and had allowances for
  uncollectible notes and future customer returns of approximately $20.3 million.
  There can be no assurance that such allowances are adequate.
  
  
  
  
  
                                         3
  <PAGE>   6
  REGULATION OF MARKETING AND SALES OF VACATION INTERVALS AND RELATED LAWS
  
           The Company's marketing and sales of Vacation Intervals and other
  operations are subject to extensive regulation by the federal government and
  the states and jurisdictions in which the Existing Resorts and New Resorts are
  located and in which Vacation Intervals are marketed and sold.  The laws of
  most states require the Company to file a detailed offering statement and
  supporting documents with a designated state authority, which describe the
  Company, the project and the promotion and sale of Vacation Intervals.  The
  offering statement must be approved by the appropriate state agency before the
  Company may solicit residents of such state.  There are also laws in each state
  where the Company currently sells Vacation Intervals which grant the purchaser
  of a Vacation Interval the right to cancel a contract of purchase at any time
  within three to five calendar days following the date the contract was signed
  by the purchaser.  Most states have additional laws which regulate the
  Company's activities and protect purchasers, such as real estate licensure
  laws; travel sales licensure laws; anti-fraud laws; consumer protection laws;
  telemarketing laws; prize, gift and sweepstakes laws; and other related laws.
  
           The Company believes it is in material compliance with federal, state
  and local laws and regulations to which it is currently subject relating to the
  sale and marketing of Vacation Intervals.  However, the Company is normally and
  currently the subject of a number of consumer complaints generally relating to
  marketing or sales practices filed with relevant authorities, and there can be
  no assurance that all of these complaints can be resolved without adverse
  regulatory actions or other consequences.  The Company expects some level of
  consumer complaints in the ordinary course of its business as the Company
  aggressively markets and sells Vacation Intervals in the value segment of the
  timeshare industry, which may include individuals who are less financially
  sophisticated than more affluent customers.  There can be no assurance that the
  costs of resolving consumer complaints or of qualifying under Vacation Interval
  ownership regulations in all jurisdictions in which the Company desires to
  conduct sales will not be significant, that the Company is in material
  compliance with applicable federal, state and local laws and regulations, or
  that violations of law will not have adverse implications for the Company,
  including negative public relations, potential litigation and regulatory
  sanctions.  The expense, negative publicity and potential sanctions associated
  with the failure to comply with applicable laws or regulations could have a
  material adverse effect on the Company's results of operations, liquidity and
  financial position.  Further, there can be no assurance that either the federal
  government or states having jurisdiction over the Company's business will not
  adopt additional regulations or take other actions which would adversely affect
  the Company's results of operations, liquidity and financial position.
  
           In early 1997, the Company was the subject of some consumer complaints
  which triggered governmental investigations into the Company's affairs.  In
  March 1997, the Company entered into an Assurance of Voluntary Compliance with
  the Texas Attorney General, in which the Company agreed to make additional
  disclosure to purchasers of Vacation Intervals regarding the limited
  availability of its Endless Escape program during certain periods.  The Company
  paid $15,200 for investigatory costs and attorneys' fees of the Attorney
  General in connection with this matter.  Also, in March 1997, the Company
  entered into an agreed order (the "Agreed Order") with the Texas Real Estate
  Commission requiring the Company to comply with certain aspects of the Texas
  Timeshare Act, Texas Real Estate License Act and Rules of the Texas Real Estate
  Commission, with which it had allegedly been in non-compliance until mid-1995.
  The allegations included (i) the Company's admitted failure to register the
  Missouri Destination Resorts in Texas (due to its misunderstanding of the reach
  of the Texas Timeshare Act); (ii) payment of referral fees for Vacation
  Interval sales, the receipt of which was improper on the part of the
  recipients; and (iii) miscellaneous other actions alleged to violate the Texas
  Timeshare Act, which the Company denied.  While the Agreed Order acknowledged
  that the Company independently resolved ten consumer complaints referenced in
  the Agreed Order, discontinued the practices complained of, and registered the
  Destination Resorts during 1995 and 1996, the Texas Real Estate Commission
  ordered the Company to cease its discontinued practices and enhance its
  disclosure to purchase of Vacation Intervals.  In the Agreed Order, the Company
  agreed to make a voluntary donation of $30,000 to the State of Texas.  The
  Agreed Order also directed the Company to revise its training manual for
  timeshare salespersons and verification officers.  While the Agreed Order
  resolved all of the alleged violations contained in complaints received by the
  Texas Real Estate Commission through December 31, 1996, the Company has
  encountered and expects to encounter some level of additional consumer
  complaints in the ordinary course of its business.
  
  
  
  
  
                                         4
  <PAGE>   7
  EXPANSION INTO NEW GEOGRAPHIC AREAS
  
           Prior to August 1997, all of the Company's operating resorts and
  substantially all of its customers and borrowers were located in Texas and
  Missouri.  Since August 1997, the Company has acquired the Fox River Resort in
  Illinois, the Timber Creek Resort near St. Louis, Missouri, the Oak N' Spruce
  Resort in Massachusetts, undeveloped beachfront property in Galveston, Texas,
  an undeveloped parcel in Las Vegas, Nevada, and undeveloped parcels of land
  near Kansas City, Missouri and Atlanta, Georgia.  Additionally, the Company
  recently acquired timeshare management rights and unsold Vacation Intervals at
  eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
  South Carolina, Tennessee and Texas.  The recent expansion into new geographic
  areas outside of Texas and Missouri poses new risks because the Company does
  not possess the same level of familiarity with and experience in these markets
  as it possesses with respect to its historical markets in Missouri and Texas,
  which could adversely affect the Company's ability to develop and operate
  timeshare resorts and sell Vacation Intervals in these new markets.  Such
  expansion also requires the Company to comply with the laws and regulations of
  numerous additional jurisdictions where the Company currently markets or will
  market its Vacation Intervals.  Additionally, the Company is subject to and
  will become subject to zoning and land use laws of additional state and local
  jurisdictions.  There is no assurance the Company can comply with all of these
  requirements economically or at all.  All of the above risks associated with
  the Company's entrance into the new geographic areas could have a material
  adverse effect on the Company's results of operations, liquidity and financial
  position.
  
  RAPID GROWTH
  
           The Company has experienced rapid growth which could place a strain on
  the company's management, employees and systems.  Prior to August 1997, the
  Company owned and operated seven resorts.  Since then, the Company has acquired
  three resorts and sites for two new Destination Resorts, two new Drive-to
  Resorts and management rights with respect to eight timeshare resorts.  As the
  Company's business develops and expands, the Company will require additional
  management and employees, and will need to implement enhanced operational and
  financial systems.  There can be no assurance that the Company will
  successfully hire, retain, integrate and utilize management and employees and
  implement and maintain such operational and financial systems.  Failure to
  hire, retain and integrate management and employees or implement such systems
  successfully could have a material adverse effect on the Company's results of
  operations, liquidity and financial position.
  
  CONCENTRATION IN TIMESHARE INDUSTRY
  
           Because the Company's operations are conducted solely within the
  timeshare industry, any adverse changes affecting the timeshare industry such
  as an oversupply of timeshare units, a reduction in demand for timeshare units,
  changes in travel and vacation patterns, a decrease in popularity of any of the
  Company's resorts with consumers, changes in governmental regulations or
  taxation of the timeshare industry, as well as negative publicity about the
  timeshare industry could have a material adverse effect on the Company's
  results of operations, liquidity and financial position.
  
  COMPETITION
  
           The timeshare industry is highly fragmented and includes a large
  number of local and regional resort developers and operators.  However, some of
  the world's most recognized lodging, hospitality and entertainment companies
  have entered the industry.  Other companies in the timeshare industry which
  are, or are subsidiaries of public companies with enhanced access to capital
  and other resources, are Signature Resorts, Inc., Fairfield Communities, Inc.,
  Vacation Break USA, Inc., Vistana, Inc., Ramada Vacation Suites and TrendWest
  Resorts, Inc.
  
           The Company believes these competitors generally target consumers with
  slightly higher annual incomes than the Company's target market.  The Company's
  competitors may possess significantly greater financial, marketing, personnel
  and other resources than the Company, and there can be no assurance that such
  competitors will not significantly reduce the price of their Vacation Intervals
  or offer greater convenience, services or amenities
  
  
  
  
  
                                         5
  <PAGE>   8
  than the Company.  While the Company's principal competitors are developers of
  timeshare resorts, the Company is also subject to competition from other
  entities engaged in the commercial lodging business, including condominiums,
  hotels and motels, others engaged in the leisure business and, to a lesser
  extent, from campgrounds, recreational vehicles, tour packages and second home
  sales.  A reduction in the product costs associated with any of these
  competitors, or an increase in the Company's costs relative to such
  competitors' costs, could have a material adverse effect on the Company's
  results of operations, liquidity and financial position.
  
  DEVELOPMENT, CONSTRUCTION AND PROPERTY ACQUISITION ACTIVITIES
  
           The Company intends to develop and continue the expansion of the
  Existing Resorts, to develop the New Resorts, and to selectively acquire and
  develop other resorts.  Acquiring and developing resorts places substantial
  demands on the Company's liquidity and capital resources, as well as on its
  personnel and administrative capabilities.  Risks associated with the Company's
  development and construction activities include the following:  construction
  costs or delays at a property may exceed original estimates, possibly making
  the expansion or development uneconomical or unprofitable; sales of Vacation
  Intervals at a newly completed property may not be sufficient to make the
  property profitable; the Company has expanded and will continue to expand into
  new geographic areas in which it has no operating history and there is no
  assurance the Company will be successful at such locations; and financing may
  be unavailable or may not be available on favorable terms for development of or
  the continued sales of Vacation Intervals at a property.  There can be no
  assurance the Company will develop and expand the Existing Resorts, develop the
  New Resorts or acquire and develop other resorts.
  
           In addition, the Company's development and construction activities, as
  well as its ownership and management of real estate, are subject to
  comprehensive federal, state and local laws regulating such matters as
  environmental and health concerns, protection of endangered species, water
  supplies, zoning, land development, land use, building design and construction,
  marketing and sales and other matters.  Such laws and difficulties in
  obtaining, or failing to obtain, the requisite licenses, permits, allocations,
  authorizations and other entitlements pursuant to such laws could impact the
  development, completion and sale of the Company's projects.
  
           Most of the Company's resorts are located in rustic areas, often
  requiring the Company to provide public utility water and sanitation services
  in order to proceed with development.  Such activities are subject to
  permission and regulation by governmental agencies, the denial or conditioning
  of which could limit or preclude development.  Operation of the utilities also
  subjects the Company to risk of liability in connection with both the quality
  of fresh water provided and the treatment and discharge of waste-water.
  
           While the Company's construction activities typically are performed by
  third-party contractors whose performance cannot be assured by the Company,
  construction claims may be asserted against the Company for construction
  defects and such claims may give rise to liabilities.  Certain state and local
  laws may impose liability on property developers with respect to construction
  defects discovered or repairs made by future owners of such property.
  
  POSSIBLE ENVIRONMENTAL LIABILITIES
  
           Under various federal, state and local laws, ordinances and
  regulations, as well as common law, the owner or operator of real property
  generally is liable for the costs of removal or remediation of certain
  hazardous or toxic substances located on, in or emanating from such property,
  as well as related costs of investigation and property damage.  Such laws often
  impose liability without regard to whether the owner knew of, or was
  responsible for, the presence of the hazardous or toxic substances.  The
  presence of such substances, or the failure to properly remediate such
  substances, may adversely affect the owner's ability to sell or lease a
  property or to borrow money using such real property as collateral.  Other
  federal and state laws require the removal or encapsulation of
  asbestos-containing material when such material is in poor condition or in the
  event of construction, demolition, remodeling or renovation.  Other statutes
  may require the removal of underground storage tanks.  Noncompliance with these
  and other environmental, health or safety requirements may result in the need
  to cease or alter operations at a property.  Further, the owner or operator of
  a site may be subject to common law claims by third parties based on
  
  
  
  
  
                                         6
  <PAGE>   9
  damages and costs resulting from violations of environmental regulations or
  from contamination associated with the site.  Phase I environmental reports
  (which typically involve inspection without soil sampling or ground water
  analysis) were prepared in 1994 by independent environmental consultants for
  several of the Existing Resorts, and more recent Phase I environmental reports
  have been obtained for each of the remaining resorts.  The reports did not
  reveal, nor is the Company aware of, any environmental liability that would
  have a material adverse effect on the Company's results of operations,
  liquidity or financial.  No assurance, however, can be given that these reports
  reveal all environmental liabilities or that no prior owner created any
  material environmental condition not known to the Company.
  
           The Company believes that it is in compliance in all material respects
  with federal, state and local ordinances and regulations regarding hazardous or
  toxic substances.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any of the proceeds from the sale of
  Shares by the Selling Shareholders.
  
                                  DIVIDEND POLICY
  
           The Company has not paid cash dividends on the Common Stock in the
  past and does not expect to pay any cash dividends on the common stock in the
  foreseeable future.  The Company instead intends to retain its earnings to
  support the operations and growth of its business.  Any future cash dividends
  would depend on future earnings, capital requirements, the Company's financial
  condition and other factors deemed relevant by the Board of Directors.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus relates to the offer and sale by the Selling
  Shareholders of an aggregate of up to 1,600,000 Shares issued under the Plan to
  the Selling Shareholders.  Information related to the Selling Shareholders will
  be provided by supplement to this Prospectus.
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold or otherwise disposed of from time to time by
  any of the Selling Shareholders in one or more transactions through any one or
  more of the following:  (i) to purchasers directly, (ii) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers, (iii)
  through underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or from the purchasers of the Shares for whom they may act as
  agent, (iv) the pledge of the Shares as security for any loan or obligation,
  including pledges to brokers or dealers who may, from time to time, themselves
  effect distributions of the Shares or interests therein, (v) purchases by a
  broker or dealer as principal and resale by such broker or dealer for its own
  account pursuant to this Prospectus, (vi) a block trade in which the broker or
  dealer so engaged will attempt to sell the Shares as agent but may position and
  resell a portion of the block as principal to facilitate the transaction and
  (vii) an exchange distribution in accordance with the rules of such exchange,
  or in transactions in the over the counter market including, without
  limitation, the Nasdaq National Market System. Such sales may be made at prices
  and at terms then prevailing or at prices related to the then current market
  price or at negotiated prices and terms.  In effecting sales, brokers or
  dealers may arrange for other brokers or dealers to participate.  The Selling
  Shareholders and any underwriters, brokers, dealers or agents that participate
  in the distribution of the Shares, may be deemed to be "underwriters" within
  the meaning of the Securities Act, and any profit on the sale of the Shares by
  them and any discounts, commissions or concessions received by any such
  underwriters, brokers, dealers or agents may be deemed to be underwriting
  commissions or discounts under the Securities Act.  In addition, any of the
  shares covered by this Prospectus which qualify for sale pursuant to Rule 144
  may be sold under rule 144 rather than pursuant to this Prospectus.
  
  
  
  
  
                                         7
  <PAGE>   10
           The Company will pay all of the expenses incident to the offering
  hereby and sale of the Shares to the public other than underwriting discounts
  or commissions, brokers' fees and the fees and expenses of any counsel to the
  Selling Shareholders related thereto.
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the validity of the Common
  Stock offered hereby have been passed upon for the Company by Meadows, Owens,
  Collier, Reed, Cousins, & Blau, L.L.P., Dallas, Texas.
  
                                      EXPERTS
  
           The consolidated financial statements of Silverleaf Resorts, Inc.
  included in the Company's Annual Report (Form 10-K/A) for the year ended
  December 31, 1997, have been audited by Deloitte & Touche LLP, independent
  auditors, as set forth in their report included therein and incorporated by
  reference herein.  Such consolidated financial statements are incorporated
  herein by reference in reliance upon such report given upon the authority of
  such firm as experts in accounting and auditing.
  
                            FORWARD-LOOKING INFORMATION
  
           Certain statements contained in this Prospectus (including the
  documents incorporated by reference herein) which are not historical facts are
  forward-looking statements that relate to future events or the future financial
  performance of the Company.  In evaluating such statements, prospective
  investors should specifically consider the various matters set forth herein
  under the caption "Risk Factors", as well as other risks detailed in the
  documents incorporated by reference herein, which would cause actual results to
  differ materially from those indicated in such forward-looking statements.
  
  
  
  
  
                                         8
  <PAGE>   11
  
  NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
  UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
  TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
  WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
  HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
  INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
  HEREOF.
  
                                     ---------
  
                                 TABLE OF CONTENTS
  
  <TABLE>
  <S>                                                                                                                     <C>
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  
  Incorporation of Certain
    Documents by Reference  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  
  The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  
  Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  
  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  
  Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  </TABLE>
  
  
                                  1,600,000 SHARES
  
  
  
  
  
                              SILVERLEAF RESORTS, INC.
  
  
  
  
  
                                    COMMON STOCK
  
  
  
  
  
                                      --------
  
  
                                P R O S P E C T U S
  
  
                                      --------
  
  
  
  
  
                                 September 30, 1998
  <PAGE>   12
                                      PART II
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by Silverleaf Resorts, Inc., a Texas corporation
  (the "Company" and the "Registrant"), are incorporated as of their respective
  dates in this Registration Statement by reference:
  
           (a)     The Registrant's final prospectus filed under Rule 424(b) on 
  April 2, 1998, used in connection with the Company's public offering of its 
  common stock, par value $.01 per share (the "Common Stock"),(File No. 333-47423
  filed with the Commission on March 6, 1998);
  
           (b)     The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission on May
  16, 1997; and
  
           (c)     The Registrant's Annual Report pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal
  year ended December 31, 1997;
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, are incorporated by reference in this
  Registration Statement and are a part hereof from the date of filing such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  
  Item 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Charter limits the liability of the Company's directors
  and officers to the Company and its shareholders to the fullest extent permitted
  by law.  The Texas Business Corporation Act ("TBCA") presently permits the
  liability of directors and officers to a corporation or its shareholders for
  money damages to be limited, except for (i) a breach of the duty of loyalty to
  the corporation or its shareholders, (ii) an act or omission not in good faith
  that is a breach of a duty to the corporation or that involves intentional
  misconduct or a knowing violation of the law, (iii) a transaction in which the
  director or officer received an improper benefit, or (iv) other statutory
  exceptions. The Company has also entered into an agreement with each of its
  directors and certain of its officers wherein it has agreed to indemnify each of
  them to the fullest extent permitted by law.
  
  
  
  
  
                                        II-1
  <PAGE>   13
           The Company's Charter and Bylaws require the Company to indemnify its
  directors, officers and certain other parties the fullest extent permitted from
  time to time by law.  The TBCA presently permits a corporation to indemnify its
  directors, officers and certain other parties against judgments, penalties,
  fines, settlements and reasonable expenses actually incurred by them in
  connection with any proceeding to which they may be made a party only if (i)
  the indemnified party conducted himself in good faith, (ii) if a director, his
  conduct was in the corporation's best interest, or, if not a director, his
  conduct was not opposed to the corporation's best interests, and (iii) in the
  case of any criminal proceeding, the indemnified party had no reasonable cause
  to believe his conduct was unlawful.  Indemnification may be made against
  judgments, penalties, fines, settlements and reasonable expenses actually
  incurred by the director or officer in connection with the proceeding;
  provided, however, if the director or officer has been adjudged to be liable to
  the corporation or is found liable on the basis that personal benefit was
  improperly received, indemnification (1) is limited to reasonable expenses
  actually incurred by such person in the proceeding, and (2) shall not be made
  in respect of any proceeding in which the person shall have been found liable
  for willful or intentional misconduct in the performance of his duty to the
  corporation.  The termination of any proceeding by judgment, order, settlement,
  or conviction, or upon a plea of nolo contendere or its equivalent, is not
  itself determinative that the director or officer did not meet the requisite
  standard of conduct required for indemnification to be permitted.
  
           The Company has obtained a directors and officers liability insurance
  policy with total coverage in the aggregate amount of ten million dollars. The
  directors and officers liability policy insures (i) the directors and officers
  of the Company from any claim arising out of an alleged wrongful act by such
  persons while acting as directors and/or officers of the Company, (ii) the
  Company to the extent that it has indemnified the directors and officers for
  such loss, and (iii) the Company for losses incurred in connection with claims
  made against the Company for covered wrongful acts.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  
  Item 8.  EXHIBITS
  
           5.1     Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau,
                   L.L.P.
  
           10.1    1997 Stock Option Plan for Silverleaf Resorts, Inc.
                   (incorporated by reference to Exhibit 10.3 filed with the
                   Registrant's Registration Statement on Form S-1, File No.
                   333-24273)
  
           10.2    First Amendment to 1997 Stock Option Plan for Silverleaf
                   Resorts, Inc. (incorporated by reference to Exhibit 4.1 filed
                   with the Registrant's quarterly report on Form 10-Q for the
                   period ended June 30, 1998).
  
           23.1    Consent of Meadows, Owens, Collier, Reed, Cousins & Blau,
                   L.L.P. (included as part of Exhibit 5.1)
  
           23.2    Consent of Deloitte & Touche LLP
  
           24.1    Power of Attorney (included on page II-4)
  
  
  Item 9.  UNDERTAKINGS
  
           (d)     The undersigned Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
  
  
  
  
                                        II-2
  <PAGE>   14
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
           shall not apply to information included in a post-effective amendment
           by those paragraphs contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (e)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (f)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                        II-3
  <PAGE>   15
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 30 day of September,
  1998.
  
                                     SILVERLEAF RESORTS, INC.
  
  
                                     By: /s/ ROBERT E. MEAD        
                                        -----------------------------------------
                                          Robert E. Mead, Chief Executive Officer
  
  
                         POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes Robert E. Mead as attorney-in-fact, with full power of
  substitution, to sign on his behalf, individually and in such capacity stated
  below, and to file any amendments, including post-effective amendments or
  supplements to this Registration Statement.
  
  
  <TABLE>
  <CAPTION>
  SIGNATURE                                                 TITLE                                                 DATE
  <S>                                    <C>                                                           <C>
   /s/ ROBERT E. MEAD                             Chairman of the Board and                            September 30, 1998
  ----------------------------------               Chief Executive Officer                                                 
  Robert E. Mead                                (Principal Executive Officer)
                                                                             
  
  
  
   /s/ SHARON K. BRAYFIELD                         Director and President                              September 30, 1998
  ----------------------------------                                                                                       
  Sharon K. Brayfield
  
  
  
   /s/ HARRY J. WHITE, JR.                         Chief Financial Officer                             September 30, 1998
  ----------------------------------                    and Treasurer                                                      
  Harry J. White, Jr.                    (Principal Financial and Accounting Officer)
                                                                                     
  
  
  
   /s/ MICHAEL A. JENKINS                                  Director                                    September 30, 1998
  ----------------------------------                                                                                       
  Michael A. Jenkins
  
  
  
   /s/ STUART MARSHALL BLOCH                               Director                                    September 30, 1998
  ----------------------------------                                                                                       
  Stuart Marshall Bloch
  
  
  
   /s/ JAMES B. FRANCIS, JR.                               Director                                    September 30, 1998
  ----------------------------------                                                                                       
  James B. Francis, Jr.
  </TABLE>
  
  
  
                                        II-4
  <PAGE>   16
                                 INDEX TO EXHIBITS
  
  <TABLE>
  <CAPTION>
  EXHIBIT
  <S>      <C>
  5.1      Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
  
  10.1     1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to Exhibit 10.3 filed with
           Registrant's Registration Statement on Form S-1, File No. 333 - 24273)
  
  10.2     First Amendment to 1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to
           Exhibit 4.1 filed with the Registrant's quarterly report on Form 10-Q for the period ended June 30, 1998)
  
  23.1     Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P. (included in Exhibit 5.1)
  
  23.2     Consent of Deloitte & Touche LLP
  
  24.1     Power of Attorney (included as a part of Exhibit 5.1 hereof).
  </TABLE>
metadata_documents: [{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 55496}]
metadata_filer: {"company-data": {"conformed-name": "SILVERLEAF RESORTS INC", "cik": "0001033032", "assigned-sic": "7011", "irs-number": "752259890", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-64763", "film-number": "98718172"}, "business-address": {"street1": "1221 RIVERBEND DR", "street2": "SUITE 120", "city": "DALLAS", "state": "TX", "zip": "75247", "phone": "2146311166"}, "mail-address": {"street1": "1221 RIVERBEND DR", "street2": "SUITE 120", "city": "DALLAS", "state": "TX", "zip": "75247"}}
text: 1
    As filed with the Securities and Exchange Commission on September 30, 1998
                                                        Registration No. _________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                              SILVERLEAF RESORTS, INC.
               (Exact Name of Registrant as Specified in its Charter)
  
                   TEXAS                                      75-2259890
      (State or other jurisdiction of                      (I.R.S. Employer
       incorporation or organization)                    Identification No.)
                                                        
                                                        
      1221 RIVERBEND DRIVE, SUITE 120                   
               DALLAS, TEXAS                            
               (214) 631-1166                                   75247
  (Address of Principal Executive Offices)                    (Zip Code)
                                                        
  
                1997 STOCK OPTION PLAN FOR SILVERLEAF RESORTS, INC.
                              (Full title of the plan)
  
                                                             Copy to:
                ROBERT E. MEAD                         DAVID N. REED, ESQ.
           CHIEF EXECUTIVE OFFICER                MEADOWS, OWENS, COLLIER, REED,
           SILVERLEAF RESORTS, INC.                    COUSINS & BLAU, LLP
       1221 Riverbend Drive, Suite 120             901 Main Street, Suite 3700
             Dallas, Texas  75247                   Dallas, Texas  75202-3792
                (214) 631-1166                            (214) 744-3700
     (Name, address, including zip code,        
  and telephone number, including area code,    
            of agent for service)                    
  
                          CALCULATION OF REGISTRATION FEE
  Title of each class                                Proposed maximum          Proposed maximum  
      of securities to be      Amount of shares to      offering price per        aggregate offering           Amount of
          registered              be registered              share (1)                price (1)            registration fee (1)
  Common Stock,                   1,600,000            $10.125                $16,200,000                 $4,909
        $0.01 par value
  (1)  Calculated pursuant to Rule 457(c) of the Securities Act of 1933, as
       amended, based on the average of the high and low prices reported in the
       consolidated reporting system on September 24, 1998, a date within five
       business days prior to the date of filing of the registration statement.
  2
                                       PART I
                         INFORMATION REQUIRED IN PROSPECTUS
  
                                  EXPLANATORY NOTE
  
           The information called for by Item 1 and Item 2 of Part I of Form S-8
  is included in the description of the 1997 Stock Option Plan for Silverleaf
  Resorts, Inc., as amended (the "Plan") to be delivered to persons eligible to
  participate in the Plan.  Pursuant to the Note to Part I of Form S-8, this
  information is not being filed with or included in this Form S-8.  However,
  included herein is a prospectus (the "Reoffer Prospectus") to be used by
  certain selling shareholders in connection with the reoffer and resale of
  shares of common stock, par value $0.01 per share, of Silverleaf Resorts, Inc.
  ("Silverleaf") acquired pursuant to the Plan.  Such Reoffer Prospectus has been
  prepared in accordance with the requirements of Form S-3 pursuant to General
  Instruction C of Form S-8.  The Reoffer Prospectus (as supplemented from time
  to time) may be used for reoffers or resales of Silverleaf common stock
  acquired by an "affiliate" (as such term is defined in Rule 405 of the General
  Rules and Regulations under the Securities Act of 1933, as amended) pursuant to
  the exercise of options under the Plan.
  3
  REOFFER PROSPECTUS
  
                                  1,600,000 SHARES
  
                              SILVERLEAF RESORTS, INC.
  
                                    Common Stock
  
                          ------------------------------
  
           This Reoffer Prospectus (the "Prospectus") relates to the resale of up
  to 1,600,000 shares (the "Shares") of the common stock, par value $0.01 per
  share (the "Common Stock") of Silverleaf Resorts Inc. ("Silverleaf" or the
  "Company"), which may in the future be issued pursuant to the 1997 Stock Option
  Plan for Silverleaf Resorts, Inc. (the "Plan") and may be offered and sold from
  time to time by persons who may be deemed to be affiliates of the Company
  (collectively, the "Selling Shareholders"). See "Selling Shareholders".
  
           The shares of Common Stock may be sold from time to time to purchasers
  directly by any of the Selling Shareholders.  Alternatively, sales by the
  Selling Shareholders may be made separately through one or more transactions
  (which may involve one or more block transactions) on the New York Stock
  Exchange (the "NYSE"), or in sales occurring in the public market off the NYSE,
  in negotiated transactions, or in a combination of such transactions.  Each
  sale may be at prices and at terms then prevailing or at prices related to the
  then current market price or at negotiated prices and terms.  Some or all of
  the shares of Common Stock may be sold through brokers acting on behalf of the
  Selling Shareholders or to dealers for resale by such dealers and in connection
  with such sales, such brokers or dealers may receive compensation in the form
  of discounts or commissions from the Selling Shareholders and/or the purchasers
  of such shares for whom they may act as broker or agent.  Upon any sale of the
  Shares offered hereby, the Selling Shareholders and participating agents,
  brokers or dealers may be deemed to be underwriters as that term is defined in
  the Securities Act of 1993, as amended (the "Securities Act"), and commissions
  or discounts or any profit realized on the resale of such securities may be
  deemed to be underwriting commissions or discounts under the Securities Act.
  See "Plan of Distribution."
  
           The Common Stock is traded on the NYSE under the symbol "SVR."  On
  September 24, 1998, the last reported sale price of the Common Stock as
  reported on the NYSE was $10.125 per share.  The Company will pay all expenses
  in connection with the offering contemplated by this Prospectus, other than
  underwriting discounts or commissions, brokers' fees and the fees of any
  counsel to the Selling Shareholders.
  
           Prospective Investors should carefully consider the matters set forth
  under the caption "Risk Factors" on page 3 of this Prospectus.
  
                                     ---------
  
           THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
  SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
  THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
  PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO
  THE CONTRARY IS A CRIMINAL OFFENSE.
  
                                     ---------
  
                The date of this Prospectus is September 30, 1998.
  4
                               AVAILABLE INFORMATION
  
           The Company is subject to the informational requirements of the
  Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
  accordance therewith, files reports, proxy statements and other information
  with the Securities and Exchange Commission (the "Commission").  Such reports,
  proxy statements and other information can be inspected and copied at the
  public reference facilities maintained by the Commission at Judiciary Plaza,
  450 Fifth Street, N.W. Washington, D.C. 20549, and at the public reference
  facilities maintained by the Commission at Citicorp Center, 500 West Madison
  Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center,
  Suite 1300, New York, New York 10048.  Copies of such materials can also be
  obtained at prescribed rates from the Public Reference Section of the
  Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.  The Commission
  maintains a Web site that contains reports, proxy and information statements
  and other information regarding registrants that file electronically with the
  Commission and that is located at http://www.sec.gov.  The Company's Common
  Stock is quoted on the NYSE.  Copies of such reports and other information can
  also be inspected at the offices of the NYSE, 20 Broad Street, New York, New
  York 10005.
  
           This Prospectus constitutes a part of a Registration Statement filed
  by the Company with the Commission under the Securities Act relating to the
  securities issuable pursuant to the Plan offered hereby.  This Prospectus omits
  certain of the information contained in the Registration Statement, and
  reference is hereby made to the Registration Statement and to the exhibits
  relating thereto for further information with respect to the Company and the
  securities offered hereby.  Any statements contained herein concerning the
  provisions of any document are not necessarily complete, and in each instance
  reference is made to the copy of such document filed as an exhibit to the
  Registration Statement or otherwise filed with the Commission.  Each such
  statement is qualified in its entirety by such reference.
  
                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
           The Company hereby incorporates by reference into this Prospectus the
  following documents and information heretofore filed with the Commission:
  
           (i)     the Company's Quarterly Report on Form 10-Q for the period
                   ended June 30, 1997,
  
           (ii)    the Company's Quarterly Report on Form 10-Q for the period
                   ended September 30, 1997,
  
           (iii)   the Company's Annual Report on Form 10-K/A for the year ended
                   December 31, 1997,
  
           (iv)    the Company's Quarterly Report on Form 10-Q for the period
                   ended March 31, 1998,
  
           (v)     the Company's Quarterly Report on Form 10-Q for the period
                   ended June 30, 1998,
  
           (vi)    the description of the Company's Common Stock contained in the
                   Company's Registration Statement on Form 8-A (Commission File
                   No. 001-13003), filed May 16, 1997.
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the
  offering made hereby, shall be deemed incorporated by reference in this
  Prospectus and to be a part of this Prospectus from the date of the filing of
  such reports.  Any statement contained in a document incorporated or deemed to
  be incorporated by reference herein shall be deemed to be modified or
  superseded for purposes of this Prospectus to the extent that a statement
  contained herein or in any subsequently filed document which also is or is
  deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any statement so modified or superseded shall not be deemed, except
  as so modified or superseded, to constitute a part of this Prospectus.
  
           Any person receiving a copy of this Prospectus may obtain, without
  charge, upon written or oral request, a copy of any of the documents
  incorporated by reference herein, except for the exhibits to such documents
  (other than the exhibits expressly incorporated in such documents by
  reference).  Requests should be directed to the Secretary of the Company at
  1221 Riverbend, Suite 120, Dallas, Texas  75247, telephone (214) 631-1166.
  
                                         2
  5
                                    THE COMPANY
  
           The Company is a leading developer, marketer, and operator of
  "drive-to" timeshare resorts.  Silverleaf currently owns and operates eight
  "drive-to" resorts in Texas, Missouri, Illinois and Massachusetts (the "Drive-to
  Resorts").  Additionally, Silverleaf has acquired two sites near Kansas City,
  Missouri and Atlanta, Georgia for development as new Drive-to Resorts and has
  acquired the timeshare management rights and certain unsold Vacation Intervals
  at eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
  South Carolina, Tennessee and Texas.  Silverleaf also owns two "destination"
  resorts in Missouri (the "Destination Resorts"), and has recently acquired sites
  in Las Vegas, Nevada and Galveston, Texas, for development as two new
  destination resorts (the "New Resorts").  The Drive-to Resorts are designated to
  appeal to value conscious vacationers seeking comfortable and affordable
  accommodations in locations convenient to their residences and are located
  proximate to major metropolitan areas (currently Dallas-Fort Worth, Houston, San
  Antonio-Austin, St. Louis, Chicago, Boston and the greater New York City area).
  Silverleaf locates its Drive-to Resorts near principal market areas to
  facilitate more frequent "short stay" getaways, which it believes is a growing
  vacation trend. Silverleaf's Destination Resorts, which are located in the
  popular resort area of Branson, Missouri, offer Silverleaf customers the
  opportunity to upgrade into a higher quality resort area as their lifestyles and
  travel budgets permit.  Both the Drive-to Resorts and the Destination Resorts
  are in rustic areas and provide a quite, relaxing vacation environment.  The New
  Resorts are in popular destination resort areas which are accessible to
  Silverleaf's customers and complement Silverleaf's strategy of offering its
  existing customers attractive upgrade opportunities.  Silverleaf believes its
  resorts offer its customers an economical alternative to commercial vacation
  lodging.
  
           Silverleaf's operations presently include (i) developing and acquiring
  timeshare resorts; (ii) marketing and selling one-week annual and biennial
  vacation intervals ("Vacation Intervals") to prospective first-time owners;
  (iii) marketing and selling upgraded Vacation Intervals to existing owners of
  Silverleaf Vacation Intervals; (iv) providing financing for the purchase of
  Vacation Intervals; and operating timeshare resorts.
  
           The Company's principal executive offices are located at 1221
  Riverbend, Suite 120, Dallas, Texas 75247, and its telephone number is (214)
  631-1166.
  
                                    RISK FACTORS
  
           In addition to the other information contained in, or incorporated by
  reference into, this Prospectus, prospective purchasers in this offering should
  carefully consider the following factors relating to the Company and its
  business when evaluating an investment in the shares offered hereby.
  
  SENSITIVITY OF CUSTOMERS TO GENERAL ECONOMIC CONDITIONS
  
           The Company targets value-conscious customers and approximately
  two-thirds of the Company's customers have annual household incomes of less
  than $50,000.  These customers are generally more vulnerable to deteriorating
  economic conditions than consumers in the luxury or upscale markets.  Any
  economic downturn could depress spending for Vacation Intervals, limit the
  availability or increase the cost of financing for the Company and its
  customers and adversely affect the collectibility of the Company's loans to
  Vacation Interval buyers.
  
  BORROWER DEFAULTS
  
           The Company offers financing to the buyers of Vacation Intervals at the
  Company's resorts.  These buyers make a down payment of at least 10% of the
  purchase price and deliver a promissory note to the Company for the balance; the
  promissory notes generally bear interest at a fixed rate, are payable over a
  seven year period and are secured by a first mortgage on the Vacation Interval.
  The Company bears the risk of defaults on these promissory notes, and this risk
  is heightened as the Company generally does not verify the credit history of its
  customers and will provide financing if the customer is presently employed and
  meets certain household income criteria.  At June 30, 1998, the Company had
  Vacation Interval customer notes receivable in the principal amount of $143.2
  million and notes unrelated to Vacation Intervals in the principal amount of
  $9.0 million, was contingently liable with respect to approximately $1.4 million
  principal amount of customer notes sold with recourse, and had allowances for
  uncollectible notes and future customer returns of approximately $20.3 million.
  There can be no assurance that such allowances are adequate.
  
                                         3
  6
  REGULATION OF MARKETING AND SALES OF VACATION INTERVALS AND RELATED LAWS
  
           The Company's marketing and sales of Vacation Intervals and other
  operations are subject to extensive regulation by the federal government and
  the states and jurisdictions in which the Existing Resorts and New Resorts are
  located and in which Vacation Intervals are marketed and sold.  The laws of
  most states require the Company to file a detailed offering statement and
  supporting documents with a designated state authority, which describe the
  Company, the project and the promotion and sale of Vacation Intervals.  The
  offering statement must be approved by the appropriate state agency before the
  Company may solicit residents of such state.  There are also laws in each state
  where the Company currently sells Vacation Intervals which grant the purchaser
  of a Vacation Interval the right to cancel a contract of purchase at any time
  within three to five calendar days following the date the contract was signed
  by the purchaser.  Most states have additional laws which regulate the
  Company's activities and protect purchasers, such as real estate licensure
  laws; travel sales licensure laws; anti-fraud laws; consumer protection laws;
  telemarketing laws; prize, gift and sweepstakes laws; and other related laws.
  
           The Company believes it is in material compliance with federal, state
  and local laws and regulations to which it is currently subject relating to the
  sale and marketing of Vacation Intervals.  However, the Company is normally and
  currently the subject of a number of consumer complaints generally relating to
  marketing or sales practices filed with relevant authorities, and there can be
  no assurance that all of these complaints can be resolved without adverse
  regulatory actions or other consequences.  The Company expects some level of
  consumer complaints in the ordinary course of its business as the Company
  aggressively markets and sells Vacation Intervals in the value segment of the
  timeshare industry, which may include individuals who are less financially
  sophisticated than more affluent customers.  There can be no assurance that the
  costs of resolving consumer complaints or of qualifying under Vacation Interval
  ownership regulations in all jurisdictions in which the Company desires to
  conduct sales will not be significant, that the Company is in material
  compliance with applicable federal, state and local laws and regulations, or
  that violations of law will not have adverse implications for the Company,
  including negative public relations, potential litigation and regulatory
  sanctions.  The expense, negative publicity and potential sanctions associated
  with the failure to comply with applicable laws or regulations could have a
  material adverse effect on the Company's results of operations, liquidity and
  financial position.  Further, there can be no assurance that either the federal
  government or states having jurisdiction over the Company's business will not
  adopt additional regulations or take other actions which would adversely affect
  the Company's results of operations, liquidity and financial position.
  
           In early 1997, the Company was the subject of some consumer complaints
  which triggered governmental investigations into the Company's affairs.  In
  March 1997, the Company entered into an Assurance of Voluntary Compliance with
  the Texas Attorney General, in which the Company agreed to make additional
  disclosure to purchasers of Vacation Intervals regarding the limited
  availability of its Endless Escape program during certain periods.  The Company
  paid $15,200 for investigatory costs and attorneys' fees of the Attorney
  General in connection with this matter.  Also, in March 1997, the Company
  entered into an agreed order (the "Agreed Order") with the Texas Real Estate
  Commission requiring the Company to comply with certain aspects of the Texas
  Timeshare Act, Texas Real Estate License Act and Rules of the Texas Real Estate
  Commission, with which it had allegedly been in non-compliance until mid-1995.
  The allegations included (i) the Company's admitted failure to register the
  Missouri Destination Resorts in Texas (due to its misunderstanding of the reach
  of the Texas Timeshare Act); (ii) payment of referral fees for Vacation
  Interval sales, the receipt of which was improper on the part of the
  recipients; and (iii) miscellaneous other actions alleged to violate the Texas
  Timeshare Act, which the Company denied.  While the Agreed Order acknowledged
  that the Company independently resolved ten consumer complaints referenced in
  the Agreed Order, discontinued the practices complained of, and registered the
  Destination Resorts during 1995 and 1996, the Texas Real Estate Commission
  ordered the Company to cease its discontinued practices and enhance its
  disclosure to purchase of Vacation Intervals.  In the Agreed Order, the Company
  agreed to make a voluntary donation of $30,000 to the State of Texas.  The
  Agreed Order also directed the Company to revise its training manual for
  timeshare salespersons and verification officers.  While the Agreed Order
  resolved all of the alleged violations contained in complaints received by the
  Texas Real Estate Commission through December 31, 1996, the Company has
  encountered and expects to encounter some level of additional consumer
  complaints in the ordinary course of its business.
  
                                         4
  7
  EXPANSION INTO NEW GEOGRAPHIC AREAS
  
           Prior to August 1997, all of the Company's operating resorts and
  substantially all of its customers and borrowers were located in Texas and
  Missouri.  Since August 1997, the Company has acquired the Fox River Resort in
  Illinois, the Timber Creek Resort near St. Louis, Missouri, the Oak N' Spruce
  Resort in Massachusetts, undeveloped beachfront property in Galveston, Texas,
  an undeveloped parcel in Las Vegas, Nevada, and undeveloped parcels of land
  near Kansas City, Missouri and Atlanta, Georgia.  Additionally, the Company
  recently acquired timeshare management rights and unsold Vacation Intervals at
  eight existing resorts in Alabama, Mississippi, North Carolina, Pennsylvania,
  South Carolina, Tennessee and Texas.  The recent expansion into new geographic
  areas outside of Texas and Missouri poses new risks because the Company does
  not possess the same level of familiarity with and experience in these markets
  as it possesses with respect to its historical markets in Missouri and Texas,
  which could adversely affect the Company's ability to develop and operate
  timeshare resorts and sell Vacation Intervals in these new markets.  Such
  expansion also requires the Company to comply with the laws and regulations of
  numerous additional jurisdictions where the Company currently markets or will
  market its Vacation Intervals.  Additionally, the Company is subject to and
  will become subject to zoning and land use laws of additional state and local
  jurisdictions.  There is no assurance the Company can comply with all of these
  requirements economically or at all.  All of the above risks associated with
  the Company's entrance into the new geographic areas could have a material
  adverse effect on the Company's results of operations, liquidity and financial
  position.
  
  RAPID GROWTH
  
           The Company has experienced rapid growth which could place a strain on
  the company's management, employees and systems.  Prior to August 1997, the
  Company owned and operated seven resorts.  Since then, the Company has acquired
  three resorts and sites for two new Destination Resorts, two new Drive-to
  Resorts and management rights with respect to eight timeshare resorts.  As the
  Company's business develops and expands, the Company will require additional
  management and employees, and will need to implement enhanced operational and
  financial systems.  There can be no assurance that the Company will
  successfully hire, retain, integrate and utilize management and employees and
  implement and maintain such operational and financial systems.  Failure to
  hire, retain and integrate management and employees or implement such systems
  successfully could have a material adverse effect on the Company's results of
  operations, liquidity and financial position.
  
  CONCENTRATION IN TIMESHARE INDUSTRY
  
           Because the Company's operations are conducted solely within the
  timeshare industry, any adverse changes affecting the timeshare industry such
  as an oversupply of timeshare units, a reduction in demand for timeshare units,
  changes in travel and vacation patterns, a decrease in popularity of any of the
  Company's resorts with consumers, changes in governmental regulations or
  taxation of the timeshare industry, as well as negative publicity about the
  timeshare industry could have a material adverse effect on the Company's
  results of operations, liquidity and financial position.
  
  COMPETITION
  
           The timeshare industry is highly fragmented and includes a large
  number of local and regional resort developers and operators.  However, some of
  the world's most recognized lodging, hospitality and entertainment companies
  have entered the industry.  Other companies in the timeshare industry which
  are, or are subsidiaries of public companies with enhanced access to capital
  and other resources, are Signature Resorts, Inc., Fairfield Communities, Inc.,
  Vacation Break USA, Inc., Vistana, Inc., Ramada Vacation Suites and TrendWest
  Resorts, Inc.
  
           The Company believes these competitors generally target consumers with
  slightly higher annual incomes than the Company's target market.  The Company's
  competitors may possess significantly greater financial, marketing, personnel
  and other resources than the Company, and there can be no assurance that such
  competitors will not significantly reduce the price of their Vacation Intervals
  or offer greater convenience, services or amenities
  
                                         5
  8
  than the Company.  While the Company's principal competitors are developers of
  timeshare resorts, the Company is also subject to competition from other
  entities engaged in the commercial lodging business, including condominiums,
  hotels and motels, others engaged in the leisure business and, to a lesser
  extent, from campgrounds, recreational vehicles, tour packages and second home
  sales.  A reduction in the product costs associated with any of these
  competitors, or an increase in the Company's costs relative to such
  competitors' costs, could have a material adverse effect on the Company's
  results of operations, liquidity and financial position.
  
  DEVELOPMENT, CONSTRUCTION AND PROPERTY ACQUISITION ACTIVITIES
  
           The Company intends to develop and continue the expansion of the
  Existing Resorts, to develop the New Resorts, and to selectively acquire and
  develop other resorts.  Acquiring and developing resorts places substantial
  demands on the Company's liquidity and capital resources, as well as on its
  personnel and administrative capabilities.  Risks associated with the Company's
  development and construction activities include the following:  construction
  costs or delays at a property may exceed original estimates, possibly making
  the expansion or development uneconomical or unprofitable; sales of Vacation
  Intervals at a newly completed property may not be sufficient to make the
  property profitable; the Company has expanded and will continue to expand into
  new geographic areas in which it has no operating history and there is no
  assurance the Company will be successful at such locations; and financing may
  be unavailable or may not be available on favorable terms for development of or
  the continued sales of Vacation Intervals at a property.  There can be no
  assurance the Company will develop and expand the Existing Resorts, develop the
  New Resorts or acquire and develop other resorts.
  
           In addition, the Company's development and construction activities, as
  well as its ownership and management of real estate, are subject to
  comprehensive federal, state and local laws regulating such matters as
  environmental and health concerns, protection of endangered species, water
  supplies, zoning, land development, land use, building design and construction,
  marketing and sales and other matters.  Such laws and difficulties in
  obtaining, or failing to obtain, the requisite licenses, permits, allocations,
  authorizations and other entitlements pursuant to such laws could impact the
  development, completion and sale of the Company's projects.
  
           Most of the Company's resorts are located in rustic areas, often
  requiring the Company to provide public utility water and sanitation services
  in order to proceed with development.  Such activities are subject to
  permission and regulation by governmental agencies, the denial or conditioning
  of which could limit or preclude development.  Operation of the utilities also
  subjects the Company to risk of liability in connection with both the quality
  of fresh water provided and the treatment and discharge of waste-water.
  
           While the Company's construction activities typically are performed by
  third-party contractors whose performance cannot be assured by the Company,
  construction claims may be asserted against the Company for construction
  defects and such claims may give rise to liabilities.  Certain state and local
  laws may impose liability on property developers with respect to construction
  defects discovered or repairs made by future owners of such property.
  
  POSSIBLE ENVIRONMENTAL LIABILITIES
  
           Under various federal, state and local laws, ordinances and
  regulations, as well as common law, the owner or operator of real property
  generally is liable for the costs of removal or remediation of certain
  hazardous or toxic substances located on, in or emanating from such property,
  as well as related costs of investigation and property damage.  Such laws often
  impose liability without regard to whether the owner knew of, or was
  responsible for, the presence of the hazardous or toxic substances.  The
  presence of such substances, or the failure to properly remediate such
  substances, may adversely affect the owner's ability to sell or lease a
  property or to borrow money using such real property as collateral.  Other
  federal and state laws require the removal or encapsulation of
  asbestos-containing material when such material is in poor condition or in the
  event of construction, demolition, remodeling or renovation.  Other statutes
  may require the removal of underground storage tanks.  Noncompliance with these
  and other environmental, health or safety requirements may result in the need
  to cease or alter operations at a property.  Further, the owner or operator of
  a site may be subject to common law claims by third parties based on
  
                                         6
  9
  damages and costs resulting from violations of environmental regulations or
  from contamination associated with the site.  Phase I environmental reports
  (which typically involve inspection without soil sampling or ground water
  analysis) were prepared in 1994 by independent environmental consultants for
  several of the Existing Resorts, and more recent Phase I environmental reports
  have been obtained for each of the remaining resorts.  The reports did not
  reveal, nor is the Company aware of, any environmental liability that would
  have a material adverse effect on the Company's results of operations,
  liquidity or financial.  No assurance, however, can be given that these reports
  reveal all environmental liabilities or that no prior owner created any
  material environmental condition not known to the Company.
  
           The Company believes that it is in compliance in all material respects
  with federal, state and local ordinances and regulations regarding hazardous or
  toxic substances.
  
                                  USE OF PROCEEDS
  
           The Company will not receive any of the proceeds from the sale of
  Shares by the Selling Shareholders.
  
                                  DIVIDEND POLICY
  
           The Company has not paid cash dividends on the Common Stock in the
  past and does not expect to pay any cash dividends on the common stock in the
  foreseeable future.  The Company instead intends to retain its earnings to
  support the operations and growth of its business.  Any future cash dividends
  would depend on future earnings, capital requirements, the Company's financial
  condition and other factors deemed relevant by the Board of Directors.
  
                                SELLING SHAREHOLDERS
  
           This Prospectus relates to the offer and sale by the Selling
  Shareholders of an aggregate of up to 1,600,000 Shares issued under the Plan to
  the Selling Shareholders.  Information related to the Selling Shareholders will
  be provided by supplement to this Prospectus.
  
                                PLAN OF DISTRIBUTION
  
           The Shares may be sold or otherwise disposed of from time to time by
  any of the Selling Shareholders in one or more transactions through any one or
  more of the following:  (i) to purchasers directly, (ii) in ordinary brokerage
  transactions and transactions in which the broker solicits purchasers, (iii)
  through underwriters or dealers who may receive compensation in the form of
  underwriting discounts, concessions or commissions from the Selling
  Shareholders or from the purchasers of the Shares for whom they may act as
  agent, (iv) the pledge of the Shares as security for any loan or obligation,
  including pledges to brokers or dealers who may, from time to time, themselves
  effect distributions of the Shares or interests therein, (v) purchases by a
  broker or dealer as principal and resale by such broker or dealer for its own
  account pursuant to this Prospectus, (vi) a block trade in which the broker or
  dealer so engaged will attempt to sell the Shares as agent but may position and
  resell a portion of the block as principal to facilitate the transaction and
  (vii) an exchange distribution in accordance with the rules of such exchange,
  or in transactions in the over the counter market including, without
  limitation, the Nasdaq National Market System. Such sales may be made at prices
  and at terms then prevailing or at prices related to the then current market
  price or at negotiated prices and terms.  In effecting sales, brokers or
  dealers may arrange for other brokers or dealers to participate.  The Selling
  Shareholders and any underwriters, brokers, dealers or agents that participate
  in the distribution of the Shares, may be deemed to be "underwriters" within
  the meaning of the Securities Act, and any profit on the sale of the Shares by
  them and any discounts, commissions or concessions received by any such
  underwriters, brokers, dealers or agents may be deemed to be underwriting
  commissions or discounts under the Securities Act.  In addition, any of the
  shares covered by this Prospectus which qualify for sale pursuant to Rule 144
  may be sold under rule 144 rather than pursuant to this Prospectus.
  
                                         7
  10
           The Company will pay all of the expenses incident to the offering
  hereby and sale of the Shares to the public other than underwriting discounts
  or commissions, brokers' fees and the fees and expenses of any counsel to the
  Selling Shareholders related thereto.
  
                                   LEGAL MATTERS
  
           Certain legal matters in connection with the validity of the Common
  Stock offered hereby have been passed upon for the Company by Meadows, Owens,
  Collier, Reed, Cousins, & Blau, L.L.P., Dallas, Texas.
  
                                      EXPERTS
  
           The consolidated financial statements of Silverleaf Resorts, Inc.
  included in the Company's Annual Report (Form 10-K/A) for the year ended
  December 31, 1997, have been audited by Deloitte & Touche LLP, independent
  auditors, as set forth in their report included therein and incorporated by
  reference herein.  Such consolidated financial statements are incorporated
  herein by reference in reliance upon such report given upon the authority of
  such firm as experts in accounting and auditing.
  
                            FORWARD-LOOKING INFORMATION
  
           Certain statements contained in this Prospectus (including the
  documents incorporated by reference herein) which are not historical facts are
  forward-looking statements that relate to future events or the future financial
  performance of the Company.  In evaluating such statements, prospective
  investors should specifically consider the various matters set forth herein
  under the caption "Risk Factors", as well as other risks detailed in the
  documents incorporated by reference herein, which would cause actual results to
  differ materially from those indicated in such forward-looking statements.
  
                                         8
  11
  
  NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THE OFFERING HEREBY TO GIVE
  ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
  AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
  UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.  THIS PROSPECTUS DOES NOT
  CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
  TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR SOLICITATION
  WOULD BE UNLAWFUL.  NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
  HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
  INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE
  HEREOF.
  
                                     ---------
  
                                 TABLE OF CONTENTS
  Available Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  
  Incorporation of Certain
    Documents by Reference  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
  
  The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  
  Risk Factors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
  
  Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Dividend Policy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Plan of Distribution  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
  
  Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  
  Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  
  Forward-Looking Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
  1,600,000 SHARES
  
                              SILVERLEAF RESORTS, INC.
  
                                    COMMON STOCK
  
                                      --------
  
                                P R O S P E C T U S
  
                                      --------
  
                                 September 30, 1998
  12
                                      PART II
                            INFORMATION REQUIRED IN THE
                               REGISTRATION STATEMENT
  
  Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
  
           The following documents filed with the Securities and Exchange
  Commission (the "Commission") by Silverleaf Resorts, Inc., a Texas corporation
  (the "Company" and the "Registrant"), are incorporated as of their respective
  dates in this Registration Statement by reference:
  
           (a)     The Registrant's final prospectus filed under Rule 424(b) on 
  April 2, 1998, used in connection with the Company's public offering of its 
  common stock, par value $.01 per share (the "Common Stock"),(File No. 333-47423
  filed with the Commission on March 6, 1998);
  
           (b)     The description of the Company's Common Stock contained in the
  Company's Registration Statement on Form 8-A filed with the Commission on May
  16, 1997; and
  
           (c)     The Registrant's Annual Report pursuant to Section 13 or 15(d)
  of the Securities Exchange Act of 1934, as amended, on Form 10-K for the fiscal
  year ended December 31, 1997;
  
           All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended
  (the "Exchange Act"), prior to the filing of a post-effective amendment which
  indicates that all securities offered have been sold or which deregisters all
  securities then remaining unsold, are incorporated by reference in this
  Registration Statement and are a part hereof from the date of filing such
  documents.  Any statement contained in a document incorporated or deemed to be
  incorporated by reference herein shall be deemed to be modified or superseded
  for purposes of this Registration Statement to the extent that a statement
  contained herein or in any other subsequently filed document which also is or
  is deemed to be incorporated by reference herein modifies or supersedes such
  statement.  Any such statement so modified or superseded shall not be deemed,
  except as so modified or superseded, to constitute a part of this Registration
  Statement.
  
  Item 4.  DESCRIPTION OF SECURITIES
  
           Not applicable.
  
  Item 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
  
           Not applicable.
  
  Item 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
  
           The Company's Charter limits the liability of the Company's directors
  and officers to the Company and its shareholders to the fullest extent permitted
  by law.  The Texas Business Corporation Act ("TBCA") presently permits the
  liability of directors and officers to a corporation or its shareholders for
  money damages to be limited, except for (i) a breach of the duty of loyalty to
  the corporation or its shareholders, (ii) an act or omission not in good faith
  that is a breach of a duty to the corporation or that involves intentional
  misconduct or a knowing violation of the law, (iii) a transaction in which the
  director or officer received an improper benefit, or (iv) other statutory
  exceptions. The Company has also entered into an agreement with each of its
  directors and certain of its officers wherein it has agreed to indemnify each of
  them to the fullest extent permitted by law.
  
                                        II-1
  13
           The Company's Charter and Bylaws require the Company to indemnify its
  directors, officers and certain other parties the fullest extent permitted from
  time to time by law.  The TBCA presently permits a corporation to indemnify its
  directors, officers and certain other parties against judgments, penalties,
  fines, settlements and reasonable expenses actually incurred by them in
  connection with any proceeding to which they may be made a party only if (i)
  the indemnified party conducted himself in good faith, (ii) if a director, his
  conduct was in the corporation's best interest, or, if not a director, his
  conduct was not opposed to the corporation's best interests, and (iii) in the
  case of any criminal proceeding, the indemnified party had no reasonable cause
  to believe his conduct was unlawful.  Indemnification may be made against
  judgments, penalties, fines, settlements and reasonable expenses actually
  incurred by the director or officer in connection with the proceeding;
  provided, however, if the director or officer has been adjudged to be liable to
  the corporation or is found liable on the basis that personal benefit was
  improperly received, indemnification (1) is limited to reasonable expenses
  actually incurred by such person in the proceeding, and (2) shall not be made
  in respect of any proceeding in which the person shall have been found liable
  for willful or intentional misconduct in the performance of his duty to the
  corporation.  The termination of any proceeding by judgment, order, settlement,
  or conviction, or upon a plea of nolo contendere or its equivalent, is not
  itself determinative that the director or officer did not meet the requisite
  standard of conduct required for indemnification to be permitted.
  
           The Company has obtained a directors and officers liability insurance
  policy with total coverage in the aggregate amount of ten million dollars. The
  directors and officers liability policy insures (i) the directors and officers
  of the Company from any claim arising out of an alleged wrongful act by such
  persons while acting as directors and/or officers of the Company, (ii) the
  Company to the extent that it has indemnified the directors and officers for
  such loss, and (iii) the Company for losses incurred in connection with claims
  made against the Company for covered wrongful acts.
  
  Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
  
           Not applicable.
  
  Item 8.  EXHIBITS
  
           5.1     Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau,
                   L.L.P.
  
           10.1    1997 Stock Option Plan for Silverleaf Resorts, Inc.
                   (incorporated by reference to Exhibit 10.3 filed with the
                   Registrant's Registration Statement on Form S-1, File No.
                   333-24273)
  
           10.2    First Amendment to 1997 Stock Option Plan for Silverleaf
                   Resorts, Inc. (incorporated by reference to Exhibit 4.1 filed
                   with the Registrant's quarterly report on Form 10-Q for the
                   period ended June 30, 1998).
  
           23.1    Consent of Meadows, Owens, Collier, Reed, Cousins & Blau,
                   L.L.P. (included as part of Exhibit 5.1)
  
           23.2    Consent of Deloitte & Touche LLP
  
           24.1    Power of Attorney (included on page II-4)
  
  Item 9.  UNDERTAKINGS
  
           (d)     The undersigned Registrant hereby undertakes:
  
                   (1)      To file, during any period in which offers or sales
           are being made, a post-effective amendment to this Registration
           Statement:
  
                            (i)     To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;
  
                                        II-2
  14
                            (ii)    To reflect in the prospectus any facts or
                   events arising after the effective date of this Registration
                   Statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate, represent a
                   fundamental change in the information set forth in the
                   Registration Statement;
  
                            (iii)   To include any material information with
                   respect to the plan of distribution not previously disclosed
                   in the Registration Statement or any material change to such
                   information in the Registration Statement;
  
                   Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
           shall not apply to information included in a post-effective amendment
           by those paragraphs contained in periodic reports filed by the
           Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
           that are incorporated by reference in the Registration Statement.
  
                   (2)      That, for the purpose of determining any liability
           under the Securities Act of 1933, each such post-effective amendment
           shall be deemed to be a new registration statement relating to the
           securities offered therein, and the offering of such securities at
           that time shall be deemed to be the initial bona fide offering
           thereof.
  
                   (3)      To remove from registration by means of a
           post-effective amendment any of the securities being registered which
           remain unsold at the termination of the offering.
  
           (e)     The undersigned Registrant hereby undertakes that, for
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the Registrant's annual report pursuant to Section 13(a) or Section
  15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
  filing of an employee benefit plan's annual report pursuant to Section 15(d) of
  the Securities Exchange Act of 1934) that is incorporated by reference in this
  Registration Statement shall be deemed to be a new registration statement
  relating to the securities offered herein, and the offering of such securities
  at that time shall be deemed to be the initial bona fide offering thereof.
  
           (f)     Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the Registrant pursuant to the foregoing provisions, or otherwise,
  the Registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the Registrant of expenses incurred or paid by a director, officer
  or controlling person of the Registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered, the
  Registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                        II-3
  15
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Dallas, State of Texas, on this 30 day of September,
  1998.
  
                                     SILVERLEAF RESORTS, INC.
  
                                     By: /s/ ROBERT E. MEAD        
                                        -----------------------------------------
                                          Robert E. Mead, Chief Executive Officer
  
                         POWER OF ATTORNEY
  
           Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement has been signed by the following persons in the
  capacities and on the dates indicated.  Each person whose signature appears
  below hereby authorizes Robert E. Mead as attorney-in-fact, with full power of
  substitution, to sign on his behalf, individually and in such capacity stated
  below, and to file any amendments, including post-effective amendments or
  supplements to this Registration Statement.
  SIGNATURE                                                 TITLE                                                 DATE
  /s/ ROBERT E. MEAD                             Chairman of the Board and                            September 30, 1998
  ----------------------------------               Chief Executive Officer                                                 
  Robert E. Mead                                (Principal Executive Officer)
                                                                             
  
   /s/ SHARON K. BRAYFIELD                         Director and President                              September 30, 1998
  ----------------------------------                                                                                       
  Sharon K. Brayfield
  
   /s/ HARRY J. WHITE, JR.                         Chief Financial Officer                             September 30, 1998
  ----------------------------------                    and Treasurer                                                      
  Harry J. White, Jr.                    (Principal Financial and Accounting Officer)
                                                                                     
  
   /s/ MICHAEL A. JENKINS                                  Director                                    September 30, 1998
  ----------------------------------                                                                                       
  Michael A. Jenkins
  
   /s/ STUART MARSHALL BLOCH                               Director                                    September 30, 1998
  ----------------------------------                                                                                       
  Stuart Marshall Bloch
  
   /s/ JAMES B. FRANCIS, JR.                               Director                                    September 30, 1998
  ----------------------------------                                                                                       
  James B. Francis, Jr.
  II-4
  16
                                 INDEX TO EXHIBITS
  EXHIBIT
  5.1      Opinion of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P.
  
  10.1     1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to Exhibit 10.3 filed with
           Registrant's Registration Statement on Form S-1, File No. 333 - 24273)
  
  10.2     First Amendment to 1997 Stock Option Plan for Silverleaf Resorts, Inc. (incorporated by reference to
           Exhibit 4.1 filed with the Registrant's quarterly report on Form 10-Q for the period ended June 30, 1998)
  
  23.1     Consent of Meadows, Owens, Collier, Reed, Cousins & Blau, L.L.P. (included in Exhibit 5.1)
  
  23.2     Consent of Deloitte & Touche LLP
  
  24.1     Power of Attorney (included as a part of Exhibit 5.1 hereof).