UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

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~~PURSUANT ofTO ~~Report~~SECTION ~~(Date~~13 ofOR ~~earliest event reported~~15(d): ~~February 3, 2011~~OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 28, 2011

Silverleaf Resorts, Inc.

1-13003		75-2259890
(Commission File Number)		(IRS Employer Identification Number)

(Exact name of registrant as specified in its charter)

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

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 1.01 Entry into a Material Definitive Agreement

~~Agreement~~On ~~and~~March ~~Plan~~1, 2011, the Registrant entered into certain amended agreements regarding two of ~~Merger~~ its wholly-owned special purpose finance subsidiaries.

~~On February 3, 2011, Silverleaf Resorts, Inc~~A., Amendment ~~(the~~of ~~“Registrant”)~~Sale ~~entered into an Agreement~~ and ~~Plan~~Servicing ~~of Merger (the “Merger~~ Agreement”) ~~with~~Regarding SLSilverleaf ~~Resort~~Finance ~~Holdings Inc.~~IV, a Delaware corporation (“Parent”), and Resort Merger Sub, Inc., a Texas Corporation (“Merger Sub”). Parent and Merger Sub are affiliates of Cerberus Capital Management, L.P. (“Cerberus”). Cerberus Series Four Holdings, LLC, a Delaware limited liability company, a separate affiliate of Cerberus, issued a limited guarantee (the “Limited Guarantee”) in favor of the Registrant to provide equity financing for the full amount of the merger consideration.

~~Under~~On ~~the~~March ~~terms~~1, ~~and conditions of the Merger Agreement~~2011, the Registrant ~~will~~entered beinto ~~merged~~a ~~with~~Fourth ~~the Merger~~Amendment ~~Sub~~to Amended and ~~will~~Restated beSale ~~the~~and ~~surviving~~Servicing ~~entity~~Agreement ~~following the merger~~ (the “~~Merger~~Fourth Amendment”). ~~The~~dated ~~Merger~~as ~~was approved~~of February 28, 2011, by and among the Registrant’s, ~~Board~~as ofSeller ~~Directors,~~ and ~~the~~Servicer, ~~Board~~Silverleaf ofFinance ~~Directors~~IV, ~~will~~LLC ~~recommend~~(“SF-IV”), ~~that the~~as ~~shareholders~~Purchaser, ~~approve~~and ~~the~~Wells ~~Merger.~~Fargo ~~Under~~Bank, ~~the~~National ~~Merger~~Association, ~~Agreement~~as Trustee, ~~the~~Backup ~~Registrant’s~~Servicer ~~shareholders will~~and ~~receive~~Account $2Intermediary.50 The inprimary ~~cash~~purpose ~~for each share~~ of the ~~Registrant’s~~Fourth ~~common~~Amendment ~~stock~~is ~~they~~to ~~own,~~extend ~~representing~~the ~~a premium~~period ofduring ~~approximately~~which ~~75%~~the ~~based~~Registrant onmay ~~the~~sell ~~closing~~customer ~~trading~~notes ~~price~~receivable ofto ~~$1.43~~SF-IV offrom ~~the~~February ~~Registrant’s~~12, ~~common stock~~2011 onto ~~February 3~~May 12, 2011.

~~The Registrant engaged Gleacher & Company Securities, Inc~~B. Amendment ~~(“Gleacher”) as its financial advisor in connection with the Merger. The Registrant’s Board~~ of ~~Directors~~Agreements ~~received~~Regarding anSilverleaf ~~opinion from~~Finance ~~Gleacher~~IX, ~~that~~LLC ~~the consideration to be paid to shareholders in the transaction is fair from a financial point of view.~~

~~Robert~~On E.March ~~Mead~~1, 2011, the Registrant’s ~~Chairman~~entered ~~and~~into ~~Chief~~an ~~Executive~~Omnibus ~~Officer,~~Amendment ~~in his individual capacity~~ and asSupplemental ~~trustee~~Indenture of(the a“Omnibus ~~voting~~Amendment”) ~~trust~~by ~~between Mr. Mead~~ and ~~his~~among ~~wife~~the Registrant, ~~Judith~~as ~~Mead~~Servicer, ~~and~~Silverleaf ~~Mrs. Mead entered~~Finance ~~into~~IX, aLLC ~~voting~~(“SF-IX”), ~~agreement~~as ~~with~~Issuer ~~Parent~~of ~~and~~the ~~Merger~~Timeshare ~~Sub~~Loan-Backed ~~(the~~Notes, ~~“Voting~~Series ~~Agreement”)~~2010-C, ~~pursuant~~and ~~to which~~Wells ~~all~~Fargo ~~shares~~Bank, ~~beneficially~~National ~~owned~~Association, byas ~~Mr.~~Trustee, ~~and~~Backup ~~Mrs. Mead~~Servicer ~~will~~and beAccount ~~voted~~Intermediary. The inprimary ~~favor~~purpose of the ~~Merger~~Omnibus atAmendment ~~a shareholders~~is ~~meeting~~to ~~called~~reduce ~~for~~ the ~~purpose~~weighted ofaverage ~~approving~~coupon ~~the~~rate ~~Merger.~~of ~~Individually~~Subsequent ~~and~~Timeshare ~~through their~~Loans ~~voting~~sold ~~trust,~~by ~~Mr.~~the ~~and~~Registrant ~~Mrs. Mead~~to ~~beneficially~~SF-IX ~~own~~from ~~approximately~~17.00% 9to 16.~~3 million~~75%. The ofOmnibus ~~the Registrant’s~~Amendment ~~outstanding~~is ~~shares~~effective as of ~~common~~March ~~stock~~9, ~~or approximately 24~~2011.~~5%.~~

~~Completion~~Item ~~of the transaction is subject to customary closing conditions, including approval by the Registrant’s shareholders~~2.03 ~~The~~Creation ~~Registrant~~of ~~will hold~~ a ~~special~~Direct ~~meeting~~Financial ofObligation ~~shareholders~~or ~~for the~~an ~~purpose~~Obligation ofunder ~~approving~~an ~~the~~Off-Balance-Sheet ~~Merger~~Arrangement ~~as promptly as possible. Upon completion~~ of ~~the Merger, the~~ Registrant ~~will become a private company, wholly-owned by Cerberus, and its common stock will no longer be traded on NASDAQ~~.

The ~~above~~information ~~summaries~~set offorth ~~the Merger Agreement, the Limited Guarantee, and the Voting Agreement are each qualified~~ in ~~their~~Item ~~entirety by reference to the Merger Agreement, Limited Guarantee, and Voting Agreement, which are attached hereto as Exhibits 2.~~1~~, 2~~.2,01 ~~and~~is ~~99.2, respectively, and are~~ incorporated herein by reference.

~~Forward-Looking~~Item 9.01 Financial Statements and Exhibits.

This communication contains forward-looking statements that involve numerous risks and uncertainties. The statements contained in this communication that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, including, without limitation, statements regarding the expected benefits and closing of the proposed merger, the management of the Registrant and the Registrant’s expectations, beliefs and intentions. All forward-looking statements included in this communication are based on information available to the Registrant on the date hereof. In some cases, you can identify forward-looking statements by terminology such as “may,” “can,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential,” “targets,” “goals,” “projects,” “outlook,” “continue,” “preliminary,” “guidance,” or variations of such words, similar expressions, or the negative of these terms or other comparable terminology. No assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Accordingly, actual results may differ materially and adversely from those expressed in any forward-looking statements. Neither the Registrant nor any other person can assume responsibility for the accuracy and completeness of forward-looking statements. There are various important factors that could cause actual results to differ materially from those in any such forward-looking statements, many of which are beyond the Registrant’s control. These factors include: failure to obtain

stockholder approval of the proposed Merger; failure to obtain, delays in obtaining or adverse conditions contained in any required regulatory or other approvals; failure to consummate or delay in consummating the transaction for other reasons; changes in laws or regulations; and changes in general economic conditions. The Registrant undertakes no obligation (and expressly disclaims any such obligation) to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. For additional information please refer to theRegistrant’s most recent Form 10-K, 10-Q and 8-K reports filed with the SEC.

Item 7.01 Regulation FD Disclosure

In connection with the matters described in Item 1.01 above, the Registrant issued a press release on February 3, 2011. The information in this item 7.01 and the exhibit referenced as Exhibit 99.1 in Item 9.01 herein 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 will such information or exhibit 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

Exhibit No.	Description of Exhibit		~~Description of Exhibit~~
	2.1	+*	Agreement and Plan of Merger dated February 3, 2011 among the Registrant, Parent and Merger Sub
*10.1	Fourth Amendment to Amended and Restated Sale and Service Agreement dated as of February 28, 2011 by and among the Registrant, SF-IV and Wells Fargo Bank, National Association.
	2.2	*	Limited Guarantee in favor of the Registrant by Cerberus Series Four Holdings, LLC
*10.2	Omnibus Amendment and Supplement Indenture dated as of March 1, 2011 by and among the Registrant, SF-IX and Wells Fargo Bank, National Association.
	99.1	*	Press Release issued by the Registrant on February 3, 2011 announcing the Merger.
	99.2	*	Voting Agreement by and among Robert E. Mead, Judith Mead, Parent and Merger Sub

+		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
*		filed herewith

_______________

* filed herewith

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: February 9, 2011	SILVERLEAF RESORTS, INC.
DATE:	March 4, 2011		SILVERLEAF RESORTS, INC.
	~~By:~~	~~/S/ HARRY J. WHITE, JR.~~	By:	/S/ HARRY J. WHITE, JR.
		~~Name:~~	~~Harry J. White, Jr.~~Name:	Harry J. White, Jr.
		~~Title:~~	~~Chief Financial Officer~~Title:	Chief Financial Officer

~~Exhibit Index~~ EXHIBIT INDEX

Exhibit No.	Description of Exhibit		~~Description of Exhibit~~
	2.1	+*	Agreement and Plan of Merger dated February 3, 2011 among the Registrant, Parent and Merger Sub
*10.1	Fourth Amendment to Amended and Restated Sale and Service Agreement dated as of February 28, 2011 by and among the Registrant, SF-IV and Wells Fargo Bank, National Association.
	2.2	*	Limited Guarantee in favor of the Registrant by Cerberus Series Four Holdings, LLC
*10.2	Omnibus Amendment and Supplement Indenture dated as of March 1, 2011 by and among the Registrant, SF-IX and Wells Fargo Bank, National Association.
	99.1	*	Press Release issued by the Registrant on February 3, 2011 announcing the Merger.
	99.2	*	Voting Agreement by and among Robert E. Mead, Judith Mead, Parent and Merger Sub

+		Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
*		filed herewith

_______________

* filed herewith

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