8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: June 8, 2004

(Date of earliest event reported): June 7, 2004

Silverleaf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

1-13003	75-2250990
(Commission File Number)	(IRS Employer Identification Number)

1221 River Bend Drive, Suite 120, Dallas, Texas	75247
(Address of principal executive offices)	(Zip Code)

214-631-1166

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information, And Exhibits
	Item 9. Regulation FD Disclosure
SIGNATURE
	Exhibit Index
Press Release

INFORMATION TO BE INCLUDED IN REPORT

Item 7. Financial Statements, Pro Forma Financial Information, And Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	The following are furnished as Exhibits to this Report:

Exhibit No.	Description
99.1	Press Release dated June 8, 2004 issued by the Registrant

Item 9. Regulation FD Disclosure

     On June 8, 2004, the Company announced the completion of the Offer to Exchange commenced on May 4, 2004 pursuant to which the Company exchanged $24.671 million of its 6% Senior Subordinated Notes due 2007 for 8% Senior Subordinated Notes due 2010. This information, including Exhibit 99.1, is furnished pursuant to Item 9 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SILVERLEAF RESORTS, INC.
Dated: June 8, 2004	By:	/S/ ROBERT E. MEAD
		Name:	Robert E. Mead
		Title:	Chairman and Chief Executive Officer
Dated: June 8, 2004	By:	/S/ HARRY J. WHITE, JR.
		Name:	Harry J. White, Jr.
		Title:	Chief Financial Officer

Exhibit Index

Exhibit No.	Description
99.1	Press Release dated June 8, 2004 issued by the Registrant

EX-99.1

Exhibit 99.1

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

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

SILVERLEAF RESORTS, INC. ANNOUNCES
COMPLETION OF EXCHANGE OFFER

     DALLAS, TEXAS, (June 8, 2004) — Silverleaf Resorts, Inc. (OTC:SVLF) today announced completion of the exchange offer commenced on May 4, 2004 regarding its 6.0% senior subordinated notes due 2007. Effective June 7, 2004, a total of $24,671,000 in principal amount of the Company’s 6.0% senior subordinated notes was exchanged for $24,671,000 in principal amount of the Company’s new class of 8.0% senior subordinated notes due 2010. Under the terms of the exchange offer, tendering holders also collectively received an additional payment of $271,381 (or approximately $5.50 for each $500 in principal amount tendered), representing accrued, unpaid interest from April 1, 2004, through the day before the effective date of the exchange offer.

     This release contains certain forward-looking statements that involve risks and uncertainties and actual results may differ materially from those anticipated. The Company is subject to specific risks associated with the timeshare industry, the regulatory environment, and various economic factors. Additionally, anticipated results are dependent upon the Company’s ability to identify and acquire or develop other operations under terms that are beneficial to the Company and its shareholders. Other risk factors are more fully discussed under “Cautionary Statements” in the Company’s SEC reports, including the Company’s 2003 annual report on Form 10-K (pages 22 through 30) filed on March 29, 2004.