EXHIBIT 21.1

                    SUBSIDIARIES OF SILVERLEAF RESORTS, INC.

         Due to the provisions of Item 601(b)(21)(ii) of Regulation S-K, the
Registrant has no subsidiaries which must be specifically described under Item
601(b)(21)(i), except for Silverleaf Finance I, Inc., a Delaware corporation,
which is deemed a "significant subsidiary" pursuant to Rule 1-02(w) of
Regulation S-X.