EXHIBIT T3E.4

                 OFFER TO EXCHANGE AND SOLICITATION OF CONSENTS
                      IN RESPECT OF ANY AND ALL OUTSTANDING

          10 1/2% SENIOR SUBORDINATED NOTES DUE 2008 (THE "OLD NOTES")
                                (CUSIP 828395AA1)

                                    ISSUED BY

                            SILVERLEAF RESORTS, INC.

                  NOTICE TO BROKERS, DEALERS, COMMERCIAL BANKS,
                       TRUST COMPANIES AND OTHER NOMINEES

      Enclosed for your consideration is an Offer to Exchange and Solicitation
of Consents dated March 15, 2002 (the "Offer to Exchange") and a form of Letter
of Transmittal and Consent relating to the offer by Silverleaf Resorts, Inc.
(the "Company" or "Silverleaf") to exchange for each $1,000 principal amount of
the Old Notes (i) $500 principal amount of its Senior Subordinated Notes due
2007 (the "Exchange Notes"), (ii) a pro rata share of 23,937,489 shares of
Common Stock (the "Exchange Stock") which shall be allocated (based on principal
amount exchanged and rounded to the nearest whole share of Exchange Stock) among
the exchanging holders, and (iii) if more than 80% in principal amount of the
Old Notes is exchanged, an amount of cash (said amount is hereafter referred to
as the "Partial Interest Payment") equal to a pro rata share of the difference
between (a) the amount of the interest on 20% of the Old Notes that the Company
would be required to pay to cure the default thereon, and (b) the amount of
interest that will be actually paid to non-exchanging holders of the Old Notes.
In addition, the exchanging holders shall receive an additional payment (the
"Additional Payment") in an amount equal to the amount of interest that would
have accrued from October 1, 2001 through the date before the Exchange Date had
the Exchange Notes been issued on October 1, 2001, which payment shall be a
partial payment of the interest accruing on the Old Notes during such period. As
part of the Offer to Exchange, Silverleaf is soliciting consents (the
"Consents") for certain Proposed Amendments (the "Proposed Amendments") to the
Indenture for the Old Notes and to other matters as described in the Offer to
Exchange under the heading "The Exchange Offer and Solicitation of
Consents--Description of Consents Solicited".

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     THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON APRIL 12, 2002 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE OFFER
IS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION, IN WHICH CASE THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE
OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
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      The completion, execution and delivery of the Letter of Transmittal and
Consent by a holder in connection with the tender of Old Notes on or prior to
the Expiration Date will be deemed a Consent to the Proposed Amendments with
respect to Old Notes and to other matters as described in the Offer to Exchange
under the heading "The Exchange Offer and Solicitation of Consents--Description
of Consents Solicited".

      The Offer to Exchange is subject to the satisfaction of certain
conditions, including the valid tender (without withdrawal) of not less than 80%
in aggregate principal amount of the Old Notes outstanding on the Expiration
Date and the execution of the Amended and Restated Indenture adopting the
Proposed Amendments.

      Capitalized terms used herein and not defined herein shall have the
meanings ascribed to them in the Offer to Exchange.



      For your information and for forwarding to your clients for whom you hold
Old Notes registered in your name or in the name of your nominee, we are
enclosing the following documents:

1.    Offer to Exchange dated March 15, 2002.

2.    Letter of Transmittal and Consent for each of the Old Notes for your use
      and for the information of your clients, together with a pamphlet entitled
      "Guidelines for Certification of Taxpayer Identification Number on
      Substitute Form W-9" providing information relating to backup U.S. federal
      income tax withholding.

3.    A Notice of Guaranteed Delivery for each of the Old Notes to be used to
      accept the Exchange Offer if the Old Notes and all other required
      documents cannot be delivered to the Depositary by the Expiration Date or
      the procedures for book-entry transfer cannot be completed by the
      Expiration Date.

4.    A printed form of letter that may be sent to your clients for whose
      accounts you hold Notes registered in your name or in the name of your
      nominee, with space provided for obtaining such clients' instructions with
      regard to the Exchange Offer. This form will enable your clients to tender
      Old Notes that they own.

      Any inquiries you may have with respect to the Exchange Offer should be
addressed to D. F King, the Information Agent, at (800) 488-8035 (U.S. only),
(212) 493-6952 (outside the U.S.) or (44) 20 7920 9700 (outside the U.S.) or at
the addresses set forth on the back cover of the Offer to Exchange. Additional
copies of the enclosed materials may be obtained from the Information Agent at
the numbers above.

      NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
THE AGENT OF SILVERLEAF, THE TRUSTEE, THE INFORMATION AGENT OR THE DEPOSITARY,
OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT
ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.