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: April 10, 2006

(Date of earliest event reported): April 4, 2006

Silverleaf Resorts, Inc.

(Exact name of registrant as specified in its charter)

Texas

(State or other jurisdiction of incorporation)

1-13003	75-2259890
(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a.12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

On April 4, 2006, Silverleaf Resorts, Inc. (the "Registrant") purchased property located in the Winter Park area of Colorado for a purchase price of approximately $3.6 million. The property is currently being operated as the Pinnacle Lodge, a 64-room hotel. The Registrant also paid certain closing costs equal to approximately $95,000. The property will continue to be operated as a hotel as well as a destination for the Registrant's timeshare owners.

Item 7.01 Regulation FD Disclosure

On April 7, 2006, the Registrant issued a press release announcing the purchase of property in Colorado. The information in this item (including Exhibit 99.1) is being furnished pursuant to Item 9.01 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in the filing.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

Index No.	Description of Exhibit
99.1	Press Release dated April 7, 2006 announcing purchase of property in Colorado.

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.

DATE: April 10, 2006	SILVERLEAF RESORTS, INC.
	By:	/S/ HARRY J. WHITE, JR.
		Name: Harry J. White, Jr
		Title: Chief Financial Officer

Exhibit Index

Index No.	Description of Exhibit
99.1	Press Release dated April 7, 2006 announcing purchase of property in Colorado.

EX-99.1

Ex. 99.1

SILVERLEAF RESORTS, INC. ADDS TO DESTINATIONS WITH COLORADO HOTEL ACQUISITION

Pinnacle Lodge Offers Year Round Outdoor Activities for Members

DALLAS, TEXAS. (April 7, 2006) --- Silverleaf Resorts, Inc. (AMEX: SVL) today announced the acquisition of Pinnacle Lodge, (http://www.pinnaclelodge.com) a 64-room hotel located in the Winter Park area of Colorado for approximately $3.6 million. The property will continue to be operated as a hotel as well as a destination for current Silverleaf members while the Company assesses the possibility of other acquisitions in Winter Park.

The Pinnacle Lodge joins Silverleaf’s growing list of vacation properties in destination areas. The purchase of the Pinnacle Lodge is a strategic acquisition by Silverleaf as it is focused on providing its members with quality accommodations at affordable prices in some of the finest vacation destinations in the country. Only a few miles from the famed Winter Park and Mary Jane ski resorts, Pinnacle Lodge guests are surrounded by a year-round, high country playground that is unmatched in natural splendor.

“Colorado has always been a popular vacation destination for Silverleaf’s members,” said Sharon K. Brayfield, president of Silverleaf. “With Intrawest and Orvis recent involvement in this popular area, we expect Winter Park to gain in national recognition as a destination.” Our members can enjoy access to year-round outdoor activities, including major ski resorts, golf courses, fishing, and hiking. Located within a 1.5 hour drive of Denver this property provides us with an affordable and easily accessible entry point into an increasingly popular destination.”

Based in Dallas, Texas, Silverleaf Resorts, Inc. currently owns and operates timeshare resorts with a wide array of country club-like amenities, such as golf, clubhouses, swimming, tennis, boating, and many organized activities for children and adults. For additional information, please visit www.silverleafresorts.com.

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. These risks and others are more fully discussed under the heading "Risk Factors" in the Company's reports filed with the Securities and Exchange Commission, including the Company's 2005 Annual Report on Form 10-K (pages 22 through 30 thereof) filed on March 17, 2006.

Contact:

Silverleaf Resorts, Inc., Dallas

Thomas J. Morris, 214-631-1166 x2218

or

Investor Relations

Erica Pettit, 212-850-5614

or

Media

Jessy Adams, 212-850-5684

For more information or to visit our website, click here:

http://www.b2i.us/irpass.asp?BzID=1358&Nav=0&S=0&L=1